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LUMINA COPPER CORP.



NOTICE OF

ANNUAL AND SPECIAL MEETING

OF

SHAREHOLDERS

TO BE HELD ON MAY 9, 2005

AND

MANAGEMENT PROXY CIRCULAR



April 1, 2005

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|LUMINA COPPER CORP.                |                             
|---------------------------------- | ----------------------------
|Suite 1550, 625 Howe Street        | Telephone: (604) 687-0407   
|Vancouver, BC
      Canada V6C 2T6 | Facsimile:    (604) 687-7041

April 1, 2005

Dear Shareholder:

On February 2, 2005 and March 23, 2005, Lumina announced its
intention to proceed with a reorganization of Lumina which will have the result
of dividing its present mineral resource assets between four separate public
companies: Lumina, Northern Peru Copper Corp. (Norco), Global Copper Corp.
(Global) and Lumina Resources Corp. (Lumco). Upon implementation of the
corporate restructuring, Lumina will continue to hold the Regalito Option, Norco
will hold the Galeno, Molino and Pashpap Properties, Global will hold the
Relincho, Vizcachitas, Taca Taca and San Jorge Properties, and Lumco will hold
the Canadian resource assets being the Hushamu, Redstone, Casino and Apple Bay
Properties. Since the announcement, Lumina has completed reviews of legal, tax,
regulatory and other matters and is now able to provide you with complete
details of the proposed reorganization in the accompanying Management Proxy
Circular.

You are invited to attend a Special Meeting of Shareholders, to
be held at the Metropolitan Hotel, 645 Howe Street, Vancouver, British Columbia,
on Monday, the 9thday of May, 2005 at 1:30 p.m., at which time you
will be asked to consider and vote upon the proposed reorganization. Lumina will
also hold its Annual Meeting of Shareholders at the same time, thereby avoiding
any inconvenience to Shareholders of attending separate meetings which otherwise
would have fallen within a short period of time.

Under the reorganization, Luminas most advanced project, the
Regalito Property located in Chile, which hosts a large Andean type porphyry
copper deposit that contains a significant amount of supergene and oxide copper
mineralization, will remain in Lumina, while Luminas other properties and
related assets, and a total of approximately $8,776,000 in cash, will be
transferred to Norco, Global and Lumco. Lumina will retain approximately
$5,530,000. The four separate public companies will be owned by the existing
shareholders of Lumina and each will focus on separate resource locations and
assets.

Norco, Global and Lumco will each have at least two members of
the current Board of Directors of Lumina and in certain cases the management
teams will be different. Norco, Global and Lumco will be free to focus on the
development of their own properties in different geographic locations. We trust
the market will fairly value these exploration assets which currently appear to
receive little or no value.

The common shares of Norco, Global and Lumco will be
distributed to shareholders of Lumina in proportion to their present
shareholdings in Lumina on the basis of one Norco, Global and Lumco share for
every one Lumina share held. The reorganization is intended to enhance
shareholder value by, improving the identification and the value of the Luminas
mineral properties, limiting dilution to specific projects, enabling each
company to focus on the development of its own properties, and by allowing
shareholders to hold an interest in only those projects that interest them.

The reorganization will be implemented by a Plan of
Arrangement. When Lumina Shareholders have approved the Plan of Arrangement,
final approval will be sought from the Supreme Court of the Province of British
Columbia. Details of the Plan of Arrangement are set out in the accompanying
Management Proxy Circular.

Luminas Board of Directors unanimously recommends that you
vote in favour of the Arrangement and all other matters to be considered at the
Meeting.Your attention is directed to the section entitled The Arrangement
- Reasons for the Arrangement in the accompanying Management Proxy Circular
where the Board of Directors reasons for recommending the Plan of Arrangement
are summarized.

If you are unable to attend the Meeting in person, please
complete and return the enclosed form of Proxy so that your shares can be voted
at the Meeting in accordance with your instructions.

Yours truly,

Anthony Floyd

Anthony Floyd President and Chief Executive Officer

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LUMINA COPPER CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the
Meeting) of the Shareholders of Lumina Copper Corp. (Lumina) will held at
the Metropolitan Hotel, 645 Howe Street, Vancouver, British Columbia, on Monday,
on May 9, 2005 at 1:30 p.m. (Vancouver time), for the following purposes:

|1.  | To receive the report of the directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.  | To receive the audited consolidated financial statements
      of Lumina for the fiscal year ended December 31, 2004, together with the
      report of the auditors thereon.                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  | To appoint the Auditor and to authorize the Directors to
      fix the remuneration to be paid to the Auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.  | To elect directors for the ensuing year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.  | To consider, pursuant to an interim order of the Supreme
      Court of the Province of British Columbia (the Interim Order), and if
      thought fit, to pass a special resolution (the Arrangement Resolution),
      with or without variation, to authorize, approve and adopt a statutory
      plan of arrangement (the Arrangement) pursuant to sections 288-299 of
      the Business Corporations Act(British Columbia), as more
      particularly set forth in the Management Proxy Circular prepared for the
      purpose of the Meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.  | Assuming the Shareholders approve the Arrangement
      described in item 5 above, to consider, and if thought fit, to approve by
      special resolution the change of name of Lumina to Regalito Copper Corp.
      or such other name as may be approved by the Toronto Stock Exchange, the
      American Stock Exchange, and the British Columbia Registrar of
      Companies.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.  | To approve a new stock option and bonus plan for Lumina
      as more particularly set forth in Schedule O to the Management Proxy
      Circular prepared for the purpose of the Meeting.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.  | Assuming the Shareholders approve the Arrangement
      described in item 5 above, to consider, and if thought fit, approve by
      ordinary resolution the stock option and bonus plan adopted by Northern
      Peru Copper Corp., as more particularly set forth in Schedule D to the
      Management Proxy Circular prepared for the purpose of the
  Meeting.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | Assuming the Shareholders approve the Arrangement
      described in item 5 above, to consider, and if thought fit, approve by
      ordinary resolution the stock option and bonus plan adopted by Global
      Copper Corp., as more particularly set forth in Schedule E to the
      Management Proxy Circular prepared for the purpose of the
  Meeting.                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | Assuming the Shareholders approve the Arrangement
      described in item 5 above, to consider, and if thought fit, approve by
      ordinary resolution the stock option and bonus plan adopted by Lumina
      Resources Corp., as more particularly set forth in Schedule F to the
      Management Proxy Circular prepared for the purpose of the
  Meeting.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | To transact such further or other business as may
      properly come before the Meeting or any adjournment or adjournments
      thereof.                                                                                                                                                                                                                                                                                                                                                                                                                   

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TAKE NOTICE that pursuant to the Interim Order, holders of
common shares of Lumina may until 5:00 p.m. (Vancouver time) on May 7, 2005 give
Lumina a notice of dissent by registered mail addressed to Lumina at its head
office, Suite 1550, 625 Howe Street, Vancouver, British Columbia V6C 2T6,
Attention: The President, with respect to the Arrangement Resolution. As a
result of giving a notice of dissent, a shareholder may, on receiving a notice
of intention to proceed under the Interim Order, require Lumina to purchase all
of its shares. This right is described in the accompanying Management Proxy
Circular.

Accompanying this Notice of Meeting are a: (i) Management Proxy
Circular which contains Luminas audited consolidated financial statements for
the fiscal year ended December 31, 2004, Management Discussion and Analysis for
the fiscal year ended December 31, 2004, Pro forma Consolidated Balance Sheets
of each of Lumina, Norco, Global and Lumco as of December 31, 2004; (ii) forms
of Proxy; (iii) a Financial Statement Request Form; and (iv) a Letter of
Transmittal for use in conjunction with the Arrangement. The accompanying
Management Proxy Circular provides information relating to the matters to be
addressed at the Meeting and is incorporated into this Notice.

In order for the Arrangement to become effective, it must be
approved by a final order of the Court. A copy of the Interim Order and the
Notice of Hearing of Petition for the final order of the Court are attached as
Schedules B and C, respectively, to the accompanying Management Proxy
Circular.

Shareholders are entitled to attend and vote at the Meeting
either in person or by proxy. Those Shareholders who are unable to attend the
Meeting in person are requested to read, complete, sign and mail the enclosed
form of Proxy in accordance with the instructions set out in the Proxy and the
Management Proxy Circular accompanying this Notice. Please advise Lumina of any
change in your mailing address. A proxy will not be valid unless the completed
form of proxy is received by Pacific Corporate Trust Company, Attention: Proxy
Department, 10th Floor, 625 Howe Street, Vancouver, British Columbia
V6C 3B8 or by fax at (604) 689-8144 not less than 48 hours (excluding Saturdays,
Sundays and holidays) before the time for holding the Meeting or any adjournment
thereof. Only Shareholders of record on April 1, 2005 are entitled to receive
notice of and vote at the Meeting.

DATED at Vancouver, British Columbia, this 1st day of April,
2005.

BY ORDER OF THE BOARD

Anthony Floyd

Anthony Floyd President and Chief Executive Officer

These securityholder materials are being sent to both
registered and non-registered owners of the securities. If you are a
non-registered owner, and the issuer or its agent has sent these materials
directly to you, your name and address and information about your holdings of
securities, have been obtained in accordance with applicable securities
regulatory requirements from the intermediary holding on your behalf. By
choosing to send these materials to you directly, the issuer (and not the
intermediary holding on your behalf) has assumed responsibility for (i)
delivering these materials to you, and (ii) executing your proper voting
instructions. Please return your voting instructions as specified in the request
for voting instructions.

2

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TABLE OF CONTENTS

| |                                                                             | Page
| | --------------------------------------------------------------------------- | ----
| |                                                                             |     
| | MANAGEMENT
      PROXY CIRCULAR                                             | 1   
| | SUMMARY                                                                     | 2   
| | GLOSSARY
      OF TERMS                                                     | 6   
| | CURRENCY
      AND EXCHANGE RATES                                           | 13  
| | FINANCIAL
      INFORMATION AND ACCOUNTING PRINCIPLES                       | 13  
| | TECHNICAL
      INFORMATION                                                 | 13  
| | GENERAL
      PROXY INFORMATION                                             | 14  
| | Solicitation of Proxies                                                     | 14  
| | Persons or Companies making
      the Solicitations                         | 14  
| | Appointment
      and Revocation of Proxies                                 | 14  
| | Non-Registered
      Holders                                                | 14  
| | Voting
      of Proxies                                                     | 15  
| | INTEREST
      OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON               | 15  
| | VOTING
      SECURITIES AND PRINCIPAL HOLDERS THEREOF                       | 15  
| | ANNUAL
      MEETING MATTERS                                                | 16  
| | Appointment
      of Auditor                                                | 16  
| | Election
      of Directors                                                 | 16  
| | Executive
      Compensation                                                | 18  
| | SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS    | 22  
| | MANAGEMENT
      CONTRACTS                                                  | 22  
| | CORPORATE
      GOVERNANCE                                                  | 22  
| | INDEBTEDNESS
      OF DIRECTORS AND SENIOR OFFICERS                         | 25  
| | INTEREST
      OF INFORMED PERSONS IN MATERIAL TRANSACTIONS                 | 25  
| | PARTICULARS
      OF OTHER MATTERS TO BE ACTED UPON                         | 25  
| | Change
      of Name of Lumina                                              | 25  
| | Approval
      of New Stock Option Plan                                     | 26  
| | THE
      ARRANGEMENT                                                       | 28  
| | General                                                                     | 28  
| | Reasons
      for the Arrangement                                           | 29  
| | Details
      of the Arrangement                                            | 30  
| | Arrangement
      Agreement                                                 | 34  
| | Approvals
      Necessary for the Arrangement                               | 34  
| | Consequences
      if Approvals Not Obtained                                | 34  
| | Conditions
      to the Arrangement Becoming Effective                      | 35  
| | Effective
      Date                                                        | 35  
| | Distribution
      of Share Certificates                                    | 35  
| | Treatment
      of Fractional Interests                                     | 36  
| | Intentions
      of Management                                              | 36  
| | Recommendations
      of Board of Directors                                 | 36  
| | Effect
      of the Arrangement on Certain Outstanding Securities of Lumina | 36  
| | Potential
      Future Stock Issuances by Lumina                            | 37  
| | Fees
      and Expenses                                                     | 37  
| | Securities
      Laws Considerations                                        | 37  
| | INCOME
      TAX CONSIDERATIONS                                             | 39  
| | Canadian
      Federal Income Tax Considerations                            | 39  
| | United
      States Federal Income Tax Considerations                       | 46  
| | RIGHTS
      OF DISSENT                                                     | 49  
| | OTHER
      MATTERS                                                         | 52  
| | ADDITIONAL
      INFORMATION                                                | 52  
| | CONSENTS                                                                    | 52  
| | APPROVAL                                                                    | 52  

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AUDITORS CONSENT

SCHEDULES:

|Schedule A | Financial
      Statements                                | A-1
|---------- | --------------------------------------------------------- | ---
|Schedule B | Interim Order                                             | B-1
|Schedule C | Notice of
      Hearing of Petition for Final Order       | C-1
|Schedule D | Norco Stock Option Plan
      Resolution                  | D-1
|Schedule E | Global
      Stock Option Plan Resolution                 | E-1
|Schedule F | Lumco Stock Option Plan
      Resolution                  | F-1
|Schedule G | Arrangement
      Agreement                               | G-1
|Schedule H | Arrangement Resolution                                    | H-1
|Schedule I | Information
      Concerning Lumina after the Arrangement | I-1
|Schedule J | Information Concerning
      Norco after the Arrangement  | J-1
|Schedule K | Information
      Concerning Global after the Arrangement | K-1
|Schedule L | Information Concerning
      Lumco after the Arrangement  | L-1
|Schedule M | Risk
      Factors                                        | M-1
|Schedule N | TSX Guidelines                                            | N-1
|Schedule O | New Lumina
      Plan                                     | O-1

2

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NOTICE TO UNITED STATES SHAREHOLDERS

THE SECURITIES TO BE ISSUED PURSUANT TO THE ARRANGEMENT HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (SEC) OR ANY SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE
UNITED STATES, NOR HAS THE SEC OR SECURITIES REGULATORY AUTHORITY OF ANY STATE
IN THE UNITED STATES PASSED ON THE ACCURACY OR ADEQUACY OF THIS MANAGEMENT PROXY
CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The solicitation and transactions contemplated herein are made
in the United States for securities of a Canadian issuer in accordance with
Canadian corporate and securities laws. Shareholders should be aware that
requirements under such Canadian laws may differ from requirements under United
States corporate and securities laws relating to United States corporations.

The financial statements and pro-forma and historical financial
information included herein have been prepared in accordance with Canadian
generally accepted accounting principles (Canadian GAAP), which differ from
United States generally accepted accounting principles (US GAAP) in certain
material respects, and are subject to Canadian auditing and auditor independence
standards, and thus may not be comparable in all respects to financial
statements and pro-forma and historical financial information of United States
companies. However, Luminas audited consolidated financial statements contain a
note which summarizes the impact on the financial statements of all material
differences between Canadian GAAP and US GAAP.

See Income Tax Considerations in this Management Proxy
Circular for certain information concerning tax consequences of the Arrangement
for Shareholders who are United States taxpayers.

The definitions of mineral reserves or of mineral resources
used herein are those used by Canadian securities regulatory authorities and
United States Shareholders should be aware that the definition standards differ
in certain respects from those set forth in the SEC Industry Guide 7, which
contains the definitions and parameters of disclosure for United States issuers
engaged in significant mining operations.

Enforcement by Shareholders of civil liabilities under the
United States securities laws may be affected adversely by the fact that Lumina
is organized under the laws of a jurisdiction other than the United States, that
most of its officers and directors are residents of countries other than the
United States, that some or all of the experts named in this Management Proxy
Circular may be residents of countries other than the United States and that all
or a substantial portion of the assets of Lumina and such persons may be located
outside the United States.

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LUMINA COPPER CORP.

MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular is being furnished in connection
with the solicitation of proxies by management of Lumina for use at the Annual
and Special Meeting of Shareholders to be held at the time and place and for the
purposes set forth in the accompanying Notice of Meeting and at any adjournment
thereof.

It is anticipated that this Management Proxy Circular and the
accompanying form of Proxy will be distributed to Shareholders on or about April
12, 2005. Unless otherwise indicated, information in this Management Proxy
Circular is given as at April 1, 2005.

See Schedule M  Risk Factors for certain considerations
relevant to Shareholders regarding the Arrangement and their investment in the
securities referred to in this Management Proxy Circular.

The date of this Management Proxy Circular is April 1, 2005.

No person is authorized to give any information or to make any
representation not contained in this Management Proxy Circular and, if given or
made, such information or representation should not be relied upon as having
been authorized. This Management Proxy Circular does not constitute an offer to
sell, or a solicitation of an offer to acquire, any securities, or the
solicitation of a proxy, by any person in any jurisdiction in which such an
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such an offer or proxy solicitation.

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SUMMARY

The following is a summary of certain information contained
in this Management Proxy Circular and the schedules attached hereto. Capitalized
words used in this Summary are defined in the Glossary of Terms. This Summary is
provided for convenience of reference only. This Summary should be read in
conjunction with, and is qualified by, the more detailed information and
financial statements contained in the Notice of Meeting and the body of this
Management Proxy Circular and the schedules attached hereto. Shareholders are
urged to review this Management Proxy Circular in its entirety.

The disclosure in this Management Proxy Circular of a
scientific and technical nature in Schedule I- Information Concerning Lumina
after the Arrangement, Schedule J- Information Concerning Norco after the
Arrangement, Schedule K- Information Concerning Global after the Arrangement,
and Schedule L- Information Concerning Lumco after the Arrangement is based on
the Technical Reports (as defined herein).

The Meeting

Time, Date and Place of Meeting

The Annual and Special Meeting (the Meeting) of the
Shareholders of Lumina will be held on Monday, May 9, 2005, at the Metropolitan
Hotel, 645 Howe Street, Vancouver, British Columbia, at 1:30 p.m. (Vancouver
time).

Purpose of the Meeting

At the Meeting, Shareholders will receive the audited
consolidated financial statements of Lumina for the fiscal year ended December
31, 2004 and will be asked to consider, and if thought fit, to pass resolutions
approving or confirming the following matters:

- Electing Directors
- Appointing Auditors and authorizing Directors to fix their remuneration
- To approve the New Lumina Plan
- To approve the Norco Stock Option Plan
- To approve the Global Stock Option Plan
- To approve the Lumco Stock Option Plan
- To change Luminas name to Regalito Copper Corp.

At the Meeting, Shareholders will also be asked to consider,
and if thought fit, to pass a Special Resolution approving the Arrangement.

Meeting Record Date

Lumina has fixed April 1, 2005 as the record date for
determining the Shareholders entitled to receive notice of and vote at the
Meeting.

The Arrangement

General

Upon the Arrangement becoming effective, Shareholders of record
on the Effective Date will become shareholders of four separate companies:
Lumina, Norco, Global and Lumco. Every Shareholder will receive one Norco,
Global and one Lumco share for every one Lumina Common Share held on the
Effective Date. See The Arrangement - Details of the Arrangement.

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Reasons for the Arrangement

The purpose of the Arrangement is to retain in Lumina the
Regalito copper property located in Chile, and to transfer to Norco the Galeno,
Molino and Pashpap properties located in Peru; to Global the Relincho and
Vizcachitas properties located in Chile and the Taca Taca and San Jorge
properties in Argentina, and to Lumco all other of Luminas current projects.
This reorganization is intended to enhance shareholder value by, inter alia,
improving the identification and valuation of Luminas mineral properties,
allowing Lumina to focus on the Regalito copper property in isolation without
impact or future dilution on the other Lumina projects and by allowing Norco to
focus on the Peruvian properties, Global to focus on the other two Chilean
properties as well as the two Argentinean properties, and Lumco on the remaining
current projects, and for each new company to focus on developing their own
advanced stage copper properties in the different areas. See The Arrangement -
Reasons for the Arrangement.

Approvals Necessary for the Arrangement

The Arrangement is subject to a number of approvals which must
be obtained prior to implementation, including the following:

Shareholder Approval

Pursuant to the Interim Order, the Arrangement requires the
approval of the Shareholders of Lumina. In addition, Section 289 of the BCBCA
requires that the Arrangement be approved by the Shareholders. At the Meeting,
the Shareholders will be asked to consider, and if thought fit, to pass the
Arrangement Resolution, the full text of which is set out in paragraphs 1-5 of
Schedule H to this Management Proxy Circular. Subject to any further order of
the Court, the Interim Order provides that the Arrangement Resolution must be
passed by a Special Resolution of the Shareholders voting at the Meeting.

Court Approval

The implementation of the Arrangement is subject to approval by
the Court. Prior to the mailing of this Management Proxy Circular, Lumina
obtained the Interim Order, a copy of which is attached as Schedule B to this
Management Proxy Circular. Lumina intends to apply for the Final Order once the
Arrangement has been approved by the Shareholders. As set out in the Notice of
Hearing of Petition for the Final Order, the hearing in respect of the Final
Order is scheduled to take place at 10:00 a.m. (Vancouver time) on May 12, 2005,
or so soon thereafter as counsel may be heard, or at such other date and time as
the Court may direct, at the Law Courts, 800 Smithe Street, Vancouver, British
Columbia. A copy of the Notice of Hearing of Petition for the Final Order is
attached as Schedule C to this Management Proxy Circular. Any Shareholder of
Lumina has the right to appear at such hearing and present evidence. At the
hearing for the Final Order, the Court will consider, among other things, the
fairness of the Plan of Arrangement and the Shareholders approval.

Regulatory Approval

The Arrangement is subject to the prior approval of the TSX and
AMEX. See The Arrangement - Approvals Necessary for the Arrangement.

Conditions to the Arrangement Becoming Effective

The implementation of the Arrangement is subject to a number of
specified conditions, including Shareholder, Court and regulatory approval.
There can be no assurance that such conditions will be fulfilled. The
Arrangement Agreement also provides that it may be terminated in certain
circumstances prior to the Effective Date, notwithstanding the approval of the
Arrangement by the Shareholders and the Court. See The Arrangement - Conditions
to the Arrangement Becoming Effective.

Effective Date

The Arrangement will become effective once all of the
conditions to proceed with the Arrangement have been satisfied or waived and
Luminas board of directors determines to make the Arrangement effective. If the
requisite

3

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approvals of the Shareholders are obtained and the Court grants
the Final Order, then Lumina currently anticipates that the Effective Date will
be on or about May 18, 2005. See The Arrangement - Effective Date.

Distribution of Share Certificates

A form of letter of transmittal containing instructions with
respect to the surrender of certificates representing Lumina Common Shares has
been forwarded with this Management Proxy Circular to Lumina Shareholders for
use, following the Effective Date, in exchanging their certificates for Lumina
Common Shares for Lumco, Norco and Global Common Shares as well as Lumina New
Common Shares. Upon surrender of a properly completed letter of transmittal
together with certificates representing Lumina Common Shares to the Transfer
Agent, certificates representing the Lumco, Norco and Global Common Shares and
Lumina New Common Shares, respectively, will be issued and delivered to each
such former Lumina Shareholder. See The Arrangement - Distribution of Share
Certificates.

Recommendation of Board of Directors

The Board of Directors of Lumina has reviewed the terms and
conditions of the Arrangement and has unanimously concluded that the terms and
conditions of the Arrangement are fair and reasonable and in the best interests
of Lumina and the Shareholders.

The Board of Directors unanimously recommends that the
Shareholders vote in favour of the Arrangement and all other matters to be
considered at the Meeting. See The Arrangement - Recommendation of Board of
Directors.

Stock Exchange Listings

Lumina

The Lumina Common Shares are currently listed and traded on the
TSX and AMEX. Lumina will apply to have the New Lumina Common Shares listed on
the TSX and AMEX subject to Lumina complying with the continued listing
requirements of the TSX and AMEX.

Norco, Lumco and Global

Norco, Lumco have applied to have their respective common
shares issued pursuant to the Arrangement listed for trading on the TSX
immediately before the Effective Date. Listing will be subject to each of Norco,
Lumco and Global meeting the original listing requirements of the TSX. With
respect to Global it is expected that the listing of the Global Common Shares on
the TSX will occur after the Effective Date and that the Global Common Shares
will not be listed on the Effective Date. There are no assurances as to if, or
when, the Norco Common Shares, the Lumco Common Shares or the Global Common
Shares will be listed or traded on the TSX indicated above, if ever.

In the event Norco, Lumco and/or Global are unsuccessful in
having their shares listed on the TSX they will apply to have their respective
common shares issued pursuant to the Arrangement listed and traded on the Tier 1
or Tier 2 of the TSX-V.

Income Tax Considerations

Canadian Federal Income Tax Considerations

In general, a Canadian resident holder of Lumina Common Shares
who holds such shares as capital property will not realize a capital gain or
capital loss as a result of the Arrangement. The adjusted cost base of the
Lumina Common Shares will generally be allocated between the New Lumina Common
Shares and the Norco, Global and Lumco Common Shares based upon the relative
fair market values of such shares at the time of the Arrangement. Following the
Effective Date, Lumina will advise holders of an appropriate proportionate
allocation.

Global Common Shares acquired under the Arrangement will not be
a qualified investment for a registered retirement savings plan (a RRSP), a
registered retirement income fund (a RRIF), a deferred profit sharing plan (a
DPSP) or a registered education savings plan (a RESP) at the time of
acquisition. As a result, there will be

4

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adverse tax consequences to annuitants of RRSPs and RRIFs,
and to DPSPs and RESPs as a consequence of acquiring Global Common Shares. See
Canadian Federal Income Tax Considerations.

In general, a non-resident holder of Lumina Common Shares will
not be subject to tax in Canada as a result of the Arrangement. See Canadian
Federal Income Tax Considerations.

United States Federal Income Tax Considerations

Subject to the discussion under United States Federal Income
Tax Considerations, the receipt of Norco, Global and Lumco Common Shares by a
U.S. Shareholder (as defined below under United States Federal Income Tax
Considerations) should result in taxable income for United States federal
income tax purposes. See Income Tax Considerations  United States Federal
Income Tax Considerations.

Selected Pro Forma Financial Information

The following table sets forth selected financial information
  for Lumina, Norco, Global and Lumco after giving effect to the Arrangement and
  should be read in conjunction with the Pro-Forma Consolidated Financial Statements
  of Lumina, Norco, Global and Lumco attached as Schedule A hereto.

Current Assets
      Mineral Properties and deferred Exploration and development costs
      Capital Assets Liabilities Shareholders Equity
    Pro Forma as at
      December 31, 2004Lumina
    Norco
    Global
    Lumco$5,529,560
      $7,905,552 $37,492 $391,675 $13,080,929
    $5,164,731
      $1,366,565 Nil $1,253 $6,530,043
    $1,548,879
      $6,552,456 Nil Nil $8,101,335
    $4,064,397
      $1,500,142 $21,205 $75 $5,585,669


5

---

GLOSSARY OF TERMS

In this Management Proxy Circular, unless there is something
in the subject matter or context inconsistent therewith, the following
capitalized words and terms shall have the following meanings:

|Acquisition            | means the acquisition of all of the issued and
      outstanding common shares and share purchase warrants of CRS.                                                                                                                                                                                                                                         
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|AMEX                   | means the American Stock Exchange.                                                                                                                                                                                                                                                                                                                         
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Apple Bay Property     | means the copper property located on Vancouver Island,
      British Columbia near the Hushamu Property.                                                                                                                                                                                                                                                   
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Arrangement            | means the statutory arrangement involving Lumina, its
      Shareholders, Norco, Global and Lumco proposed under the provisions of
      sections 288 to 299 of the BCBCA, on the terms and conditions set out in
      the Plan of Arrangement or any amendment or variation thereto made in
      accordance with the terms of the Arrangement Agreement.
|
|
|
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Arrangement Agreement  | means the arrangement agreement made as of the March 28,
      2005 among Lumina, Norco, Global and Lumco, as the same may be
      supplemented or amended from time to time.                                                                                                                                                                             
|
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Arrangement Resolution | means the special resolution approving the Arrangement,
      the full text of which is set out in Schedule H to this Management Proxy
      Circular, to be considered, and if thought fit, passed by the
      Shareholders.                                                                                                                           
|
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Associate              | means an associate as defined in the Securities Act(British Columbia).                                                                                                                                                                                                                                                                                     
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Auditors               | Grant Thornton LLP, or such other auditors as may be
      appointed the auditors of                                                                                                                                                                                                                                                                       
|                       | Lumina, Norco, Global and Lumco.                                                                                                                                                                                                                                                                                                                           
|                       |                                                                                                                                                                                                                                                                                                                                                            
|BCBCA                  | means Business Corporations Act(British
      Columbia), as amended.                                                                                                                                                                                                                                                                                       
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Board of Directors     | means the board of directors of Lumina.                                                                                                                                                                                                                                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Business Day           | means a day which is not a Saturday, Sunday or statutory
      holiday in British                                                                                                                                                                                                                                                                          
|                       | Columbia.                                                                                                                                                                                                                                                                                                                                                  
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Casino Property        | means the copper property located in the Yukon, Canada.                                                                                                                                                                                                                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Corriente Argentina    | means Corriente Argentina SA an indirectly wholly-owned
      subsidiary of Lumina which directly owns or has an interest in and will,
      upon completion of the Arrangement, own or have an interest in the Taca
      Taca Property.                                                                                                                  
|
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|CPC                    | means a capital pool company.                                                                                                                                                                                                                                                                                                                              
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Court                  | means the Supreme Court of British Columbia.                                                                                                                                                                                                                                                                                                               
|                       |                                                                                                                                                                                                                                                                                                                                                            
|CRS                    | means CRS Copper Resources Corp., a wholly-owned
      subsidiary of Lumina which directly and indirectly owns or has an interest
      in and will, upon completion of the Arrangement own or have an interest in
      the Redstone, Hushamu and Casino Properties.                                                                                      
|
|
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Effective Date         | means May 18, 2005 or such date as may be determined by
      the board of directors of Lumina in accordance with the provisions of the
      BCBCA.                                                                                                                                                                                                       
|
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Effective Time         | means 12:01 a.m., Vancouver time, on the Effective Date.                                                                                                                                                                                                                                                                                                   
|                       |                                                                                                                                                                                                                                                                                                                                                            
|Exercise Price         | means the varying exercise prices of the outstanding
      Lumina Options.                                                                                                                                                                                                                                                                                 

6

---

|Final Order                               | means the final order of the Court approving the
      Arrangement pursuant to the BCBCA.                                                                                                                                                                                                                                                                                                           
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Galeno Option                             | means the option agreement dated June 9, 2003 between
      Lumina and La Asuncion Negociacion Minera S.A.C. with respect to the
      Galeno Property.                                                                                                                                                                                                                                             
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Galeno Property                           | means the copper property in the province of Cajamarca,
      Peru.                                                                                                                                                                                                                                                                                                                                 
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global                                    | means Global Copper Corp., a company incorporated
      pursuant to the BCBCA in order to facilitate the Arrangement.                                                                                                                                                                                                                                                                               
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Cash                               | means approximately $1,548,000 which will be transferred
      from Lumina to Global pursuant to the Plan of Arrangement.                                                                                                                                                                                                                                                                           
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Common Shares                      | means the common shares without par value in the capital
      of Global which are to be issued under the Arrangement to holders of
      Lumina Series 3 Special Shares in exchange for such Lumina Series 3
      Special Shares, and having the terms and conditions set out in Schedule B
      to the Plan of Arrangement.                                                                     
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Contracts                          | means all agreements to which Lumina is a party, which
      pertain to the Vizcachitas, Relincho, Taca Taca and San Jorge Properties
      and which will be assigned from Lumina, or in case of the Taca Taca
      Property by CRS, to Global pursuant to the Plan of Arrangement.                                                                                                               
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Net Fair
      Market Value        | means an amount determined by the Board of Directors as
      of the Effective Date, as being an amount equal to the fair market value
      of the Global Transferred Assets.                                                                                                                                                                                                                      
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Note                               | means the demand, non-interest bearing promissory note to
      be issued by Global to Lumina having a principal amount and aggregate fair
      market value equal to the aggregate fair market value of the Global
      Transferred Assets.                                                                                                                                                      
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Options                            | means the rights (whether or not vested) to purchase
      Global Common Shares which will be issued pursuant to the Plan of
      Arrangement.                                                                                                                                                                                                                                                     
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Plan or Global Stock               | means the incentive stock option and bonus plan of
      Global.                                                                                                                                                                                                                                                                                                                                    
|Option Plan                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Preferred Shares                   | means the special preferred shares of Global which are to
      be issued under the Arrangement to Lumina in exchange for the Global
      Transferred Assets, which will have a value equal to the Global Net Fair
      Market Value less the fair market value of the Global Share Obligations,
      and having the terms and conditions set out in Schedule D to the Plan of
      Arrangement.
|
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Properties                         | means the Vizcachitas, San Jorge, Taca Taca and Relincho
      Properties.                                                                                                                                                                                                                                                                                                                          
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Property Option
      Requirements | means the maximum number of Global Common Shares that may
      be issued by Global to exercise its rights under the Relincho Option.                                                                                                                                                                                                                                                               
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Receivables                        | means certain amounts owing to Lumina by its subsidiaries
      in respect of the Vizcachitas, Relincho, San Jorge and Taca Taca
      Properties.                                                                                                                                                                                                                                                  
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Redemption Amount                  | means that amount equal to the fair market value of the
      Global Preferred Shares; plus all declared and unpaid non-cumulative cash
      dividends thereon, divided by the number of Global Preferred Shares first
      issued for such property.                                                                                                                                             
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                     
|Global Share Obligations                  | means the obligation of Global under the Arrangement
      Agreement to issue that number of shares from its treasury equal to the
      number of shares issued by Lumina under the Lumina Warrants, from time to
      time, in consideration of receiving proceeds equal to 3.4% of the exercise
      price of the Lumina Warrants.                                                             
|
|
|

7

---

|Global Transferred Assets | means the Global Cash, the Global Contracts, the common
      shares of RelinCo, Vizcachitas, Minera Lumina and Corriente Argentina and
      the Global Receivables, all of which will be transferred by Lumina except
      for the common shares of Corriente Argentina which will be transferred by
      CRS, to Global pursuant to the Plan of Arrangement.                               
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Holder                    | means, when qualified by the adjective registered, the
      person entitled to a share under the Plan of Arrangement whether or not
      registered or entitled to be registered in respect thereof in the central
      securities register of Lumina, Global, Norco or Lumco, as the case may be.                                                                                         
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Hushamu Property          | means the copper property located in British Columbia,
      Canada.                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Insider                   | means an insider as defined in the Securities Act(British Columbia), other than a person who is an insider solely by
      virtue of being a director or senior officer of a subsidiary of Lumina;
      and an Associate of any person who is an insider.                                                                                                                                      
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Interim Order             | means the interim order of the Court dated April 1, 2005,
      a copy of which is attached as Schedule B to this Management Proxy
      Circular.                                                                                                                                                                                                                                            
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|ITA                       | means the Income Tax Act(Canada), as amended.                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco                     | means Lumina Resources Corp., a company incorporated
      pursuant to the BCBCA in order to facilitate the Arrangement.                                                                                                                                                                                                                                                                        
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Cash                | means approximately $2,066,000 which will be transferred
      from Lumina to Lumco pursuant to the Plan of Arrangement.                                                                                                                                                                                                                                                                        
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Common Shares       | means the common shares without par value in the capital
      of Lumco which are to be issued under the Arrangement to holders of Lumina
      Series 1 Special Shares in exchange for such Lumina Series 1 Special
      Shares, and having the terms and conditions set out in Schedule B to the
      Plan of Arrangement.                                                                  
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Contracts           | means all agreements to which Lumina is a party, which
      pertain to the Lumco Properties and which will be assigned from Lumina to
      Lumco pursuant to the Plan of Arrangement.                                                                                                                                                                                                         
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Note                | means the demand, non-interest bearing promissory note to
      be issued by Lumco to Lumina having a principal amount and aggregate fair
      market value equal to the aggregate fair market value of the Lumco
      Transferred Assets.                                                                                                                                                    
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Options             | means the rights (whether or not vested) to purchase
      Lumco Common Shares which will be issued pursuant to the Plan of
      Arrangement.                                                                                                                                                                                                                                                  
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Plan or Lumco Stock | means an incentive stock option and bonus plan of Lumco.                                                                                                                                                                                                                                                                                                                                        
|Option Plan               |                                                                                                                                                                                                                                                                                                                                                                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Preferred Shares    | means the special preferred shares of Lumco which are to
      be issued under the Arrangement to Lumina in exchange for the Lumco
      Transferred Assets, which will have a value equal to the Lumco Net Fair
      Market Value less the fair market value of the Lumco Share Obligations,
      and having the terms and conditions set out in Schedule D to the Plan of
      Arrangement.
|
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Properties          | means collectively the Redstone, Casino, Apple Bay and
      Hushamu Properties.                                                                                                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                 
|Lumco Receivables         | means certain amounts owing to Lumina by its subsidiaries
      in respect of the Lumco Properties.                                                                                                                                                                                                                                                                                             
|

8

---

|Lumco Redemption Amount                   | means that amount equal to the fair market value of the
      Lumco Preferred Shares; plus all declared and unpaid non-cumulative cash
      dividends thereon, divided by the number of Lumco Preferred Shares first
      issued for such property.                                                                                                                    
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumco Share Obligations                   | means the obligation of Lumco under the Arrangement
      Agreement to issue that number of shares from its treasury equal to the
      number of shares issued by Lumina under the Lumina Warrants, from time to
      time, in consideration of receiving proceeds equal to .8% of the exercise
      price of the Lumina Warrant.                                     
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumco Transferred Assets                  | means the Lumco Cash, the Lumco Contracts, the common
      shares of CRS and the Lumco Receivables, all of which will be transferred
      by Lumina to Lumco pursuant to the Plan of Arrangement.                                                                                                                                                                      
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina                                    | means Lumina Copper Corp., a company incorporated under
      the laws of the Province of British Columbia.                                                                                                                                                                                                                                                              
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Global Note                        | means the demand, non-interest bearing promissory note to
      be issued by Lumina to Global having a principal amount and fair market
      value equal to the aggregate fair market value of the Lumina Series 3
      Special Shares.                                                                                                                                
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Common Shares                      | means the common shares without par value in the capital
      of Lumina.                                                                                                                                                                                                                                                                                                
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Continuing
      Share Obligations | means the potential outstanding common share purchase
      warrants of Lumina entitling the holders to purchase Lumina Common Shares
      in accordance with the terms and conditions thereof.                                                                                                                                                                         
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Lumco Note                         | means the demand, non-interest bearing promissory note to
      be issued by Lumina to Lumco having a principal amount and fair market
      value equal to the aggregate fair market value of the Lumina Series 1
      Special Shares.                                                                                                                                 
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Options                            | means the outstanding incentive stock options of Lumina
      entitling the holders to purchase Lumina Common Shares in accordance with
      the terms and conditions thereof.                                                                                                                                                                                          
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Norco Note                         | means the demand, non-interest bearing promissory note to
      be issued by Lumina to Norco having a principal amount and fair market
      value equal to the aggregate fair market value of the Lumina Series 2
      Special Shares.                                                                                                                                 
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Series 1 Special Shares            | means the series 1 special shares of Lumina which Lumina
      will be authorized to issue upon the Arrangement becoming effective and
      which are to be issued under the Arrangement to holders of Lumina Common
      Shares in exchange for such Lumina Common Shares, and having the terms and
      conditions set out in Schedule B to the Plan of Arrangement.
|
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Series 2 Special Shares            | means the series 2 special shares of Lumina which Lumina
      will be authorized to issue upon the Arrangement becoming effective and
      which are to be issued under the Arrangement to holders of Lumina Common
      Shares in exchange for such Lumina Common Shares, and having the terms and
      conditions set out in Schedule B to the Plan of Arrangement.
|
|
|
|
|                                          |                                                                                                                                                                                                                                                                                                                                                                          
|Lumina Series 3 Special Shares            | means the series 3 special shares of Lumina which Lumina
      will be authorized to issue upon the Arrangement becoming effective and
      which are to be issued under the Arrangement to holders of Lumina Common
      Shares in exchange for such Lumina Common Shares, and having the terms and
      conditions set out in Schedule B to the Plan of Arrangement.
|
|
|
|

9

---

|Lumina Special Shares    | means the special shares of Lumina, issued in series,
      which Lumina will be authorized to issue upon the Arrangement becoming
      effective and which are to be issued under the Arrangement to holders of
      Lumina Common Shares in exchange for such Lumina Common Shares, and having
      the terms and conditions set out in Schedule B to the Plan of Arrangement.
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Lumina Stock Option Plan | means the existing stock option plan of Lumina.                                                                                                                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Lumina Warrants          | means the outstanding common share purchase warrants of
      Lumina entitling the holders to purchase Lumina Common Shares in
      accordance with the terms and conditions thereof.                                                                                                                                                                                             
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Lumina SAC               | means Lumina Copper SAC, a wholly-owned subsidiary of
      Lumina which directly or indirectly owns or has an interest in the Galeno
      Option, the Pashpap Property and 50% of the Molino Property.                                                                                                                                                                           
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Meeting                  | means the Annual and Special Meeting of the Shareholders
      of Lumina to be held on Monday, May 9, 2005 and any adjournment or
      postponement thereof.                                                                                                                                                                                                                      
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Meeting Record Date      | means the date fixed by Lumina for determining the
      Shareholders entitled to receive notice of and vote at the Meeting, being
      April 1, 2005.                                                                                                                                                                                                                            
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Minera Lumina            | means Minera Lumina Copper Corp. a wholly-owned
      subsidiary of Lumina which owns all of the shares of Minera San and which
      directly owns or has an interest in and will, upon completion of the
      Arrangement, own or have an interest in the Regalito Property.                                                                                                    
|
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Minera San               | means Minera San Jorge SA, a wholly-owned subsidiary of
      Minera Lumina which directly owns or has an interest in and will, upon
      completion of the Arrangement, own or have an interest in the San Jorge
      Property.                                                                                                                                                 
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Molino Property          | means the Molino copper property located in Peru held
      indirecty by Lumina.                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Net Fair Market Value    | means an amount determined by the Board of Directors of
      Lumina as of the Effective Date, as being an amount equal to the fair
      market value of certain assets.                                                                                                                                                                                                          
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|New Lumina Common Shares | means common shares of Lumina which Lumina will be
      authorized to issue upon the Arrangement becoming effective and which are
      to be issued under the Arrangement to holders of Lumina Common Shares in
      exchange for such Lumina Common Shares.                                                                                                                    
|
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Norco                    | means Northern Peru Copper Corp., a company incorporated
      under the BCBCA in order to facilitate the Arrangement.                                                                                                                                                                                                                                                             
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Norco Cash               | means approximately $5,162,000 which will be transferred
      from Lumina to Norco pursuant to the Plan of Arrangement.                                                                                                                                                                                                                                                           
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Norco Common Shares      | means the common shares without par value in the capital
      of Norco which are to be issued under the Arrangement to holders of Lumina
      Series 2 Special Shares in exchange for such Lumina Series 2 Special
      Shares, and having the terms and conditions set out in Schedule B to the
      Plan of Arrangement.                                                     
|
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Norco Contracts          | means all agreements to which Lumina is a party, which
      pertain to the Galeno, Molino and Pashpap Properties and which will be
      assigned from Lumina to Norco pursuant to the Plan of Arrangement.                                                                                                                                                                       
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                    
|Norco Note               | means the demand, non-interest bearing promissory note to
      be issued by Norco to Lumina having a principal amount and aggregate fair
      market value equal to the aggregate fair market value of the Norco
      Transferred Assets.                                                                                                                                       
|
|

10

---

|Norco Options             | means the rights (whether
        or not vested) to purchase Norco Common Shares which will be issued pursuant
        to the Plan of Arrangement.                                                                                                                                                                                                                                                        
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Plan or Norco Stock | means the incentive stock option
        and bonus plan of Norco.                                                                                                                                                                                                                                                                                                                                         
|Option Plan               |                                                                                                                                                                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Preferred Shares    | means the special preferred
        shares of Norco which are to be issued under the Arrangement to Lumina
        in exchange for the Norco Transferred Assets, which will have a value
        equal to the Norco Net Fair Market Value less the fair market value of
        the Norco Share Obligations, and having the terms and conditions set out
        in Schedule D to the Plan of Arrangement.
|
|
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|**Norco Properties**      | means all of Lumina’s mineral property
        interests in the Galeno, Molino and Pashpap Properties located in Peru.                                                                                                                                                                                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Redemption Amount   | means that amount equal
        to the fair market value of the Norco Preferred Shares; plus all declared
        and unpaid non-cumulative cash dividends thereon, divided by the number
        of Norco Preferred Shares first issued for such property.                                                                                                                                               
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Receivables         | means certain amounts
        owing to Lumina by its subsidiaries in respect of the Norco Properties.                                                                                                                                                                                                                                                                                                     
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Share Obligations   | means the obligation
        of Norco under the Arrangement Agreement to issue that number of shares
        from its treasury equal to the number of shares issued by Lumina under
        the Lumina Warrants, from time to time, in consideration of receiving
        proceeds equal to .7% of the exercise price of the Lumina Warrant.                                                              
|
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Norco Transferred Assets  | means the Norco Cash,
        the Norco Contracts, the common shares of 1327008, the common shares of
        Lumina SAC and the Lumco Receivables, all of which will be transferred
        by Lumina to Norco pursuant to the Plan of Arrangement.                                                                                                                                                      
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Options                   | means the option to purchase
        common shares pursuant to a stock option plan.                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Plan of Arrangement       | means the Plan of Arrangement
        involving Lumina, Norco, Global and Lumco and the Shareholders, a copy
        of which is attached as Appendix I to the Arrangement Agreement, and any
        amendment or variation thereto.                                                                                                                                                                     
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Proxy                     | means the form of Proxy included
        with this Management Proxy Circular.                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|PUC                       | means paid-up capital as defined
        in subsection 89(1) of the ITA.                                                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Pashpap Property          | means the copper property held
        by Lumina SAC in Peru.                                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Redstone Property         | means the copper property held
        by CRS in the Northwest Territories.                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Regalito Property         | means the copper property held
        indirectly by Lumina in Chile.                                                                                                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|RelinCo                   | means Relincho Bahamas
        Ltd., a wholly owned subsidiary of Lumina which owns or has an interest
        in the Relincho Option.                                                                                                                                                                                                                                                                    
|
|Relincho Option           | means the option granted to Lumina
        by Andes Pacific Development S.A. to                                                                                                                                                                                                                                                                                                                           
|                          | acquire the Relincho property
        located in Chile.                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Relincho Property         | means the copper property in
        the third region of Chile.                                                                                                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Registrar                 | means the Registrar of Companies
        for the Province of British Columbia.                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|San Jorge Property        | means the copper mineral property
        held by Minera San in Argentina.                                                                                                                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|Securities                | means the Lumina Common Shares.                                                                                                                                                                                                                                                                                                                                                                           

11

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|Series A Special Warrant | means a warrant to be issued by any one of Lumina, Norco,
      Global or Lumco to the other parties entitling those parties to receive,
      at no additional consideration, shares of the issuing party.                                                                                                                                                                                                                                                                                                   
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Shareholder              | means a holder of Lumina Common Shares and Shareholders
      means more than one Shareholder.                                                                                                                                                                                                                                                                                                                                                                                                              
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Special Resolution       | means a resolution passed by a majority of not less than
      two-thirds of the votes cast by the Shareholders who voted in respect of
      such resolution at the Meeting with respect to a particular matter.                                                                                                                                                                                                                                                                                             
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Subsidiary               | means, with respect to a specified body corporate, a body
      corporate of which more than 50% of the outstanding shares ordinarily
      entitled to elect a majority of directors thereof, whether or not shares
      of any other class or classes shall or might be entitled to vote upon the
      happening of any event or contingency, are at the time owned, directly or
      indirectly, by such specified body corporate, and includes a body
      corporate in like relation to a subsidiary.
|
|
|
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Taca Taca Property       | means the copper property located in Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Transfer Agent           | means Pacific Corporate Trust Company of Vancouver,
      British Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|TSX                      | means the Toronto Stock Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|TSX-V                    | means the TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Vizcachitas              | means Vizcachitas Ltda., a wholly-owned subsidiary of
      Lumina which indirectly owns or has an interest in and will, upon
      completion of the Arrangement, indirectly own or have an interest in the
      Vizcachitas Property.                                                                                                                                                                                                                                                                      
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Vizcachitas Property     | means the Vizcachitas property held indirectly by Lumina
      and located in Chile.                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Warrant Holder           | means a party who holds an outstanding warrant of Lumina.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1327008                  | means 1327008 Ontario Inc., a wholly-owned subsidiary of
      Lumina, which indirectly owns and will, upon completion of the
      Arrangement, indirectly own 50% of the Molino Property.                                                                                                                                                                                                                                                                                                                   
|
|
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1933 Act                 | means the United States Securities Act of 1933,as
      amended.                                                                                                                                                                                                                                                                                                                                                                                                                                              

12

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CURRENCY AND EXCHANGE RATES

Unless otherwise specified, in the Management Proxy Circular,
all references to dollars or to $ are to Canadian dollars and all references
to US dollars or to US$ are to U.S. dollars.

Currency Exchange Rate Information

The rate of exchange means that noon buying rate in New York
City for cable transfer in Canadian dollars as certified for customs proposed by
the Federal Reserve Bank of New York. The average rate means the average of the
exchange rates on the last date of each month during a year.

2004
    2003
    2002
    2001
    2000High Low Average for Period
      End of Period
    1.3970 1.1775 1.3015
      1.2034
    1.5747 1.3484 1.4615
      1.3484
    1.6003 1.5593 1.5597
      1.5593
    1.6034 1.4935 1.5494
      1.5928
    1.5583 1.4318 1.4854
      1.4995


The exchange rate on April 1, 2005 was $1.2147.

The high and low exchange rates for the most recent six months
are as follows:

March 2005
    February 2005
    January 2005
    December 2004
    November 2004
    October 2004High Low
    1.2462 1.2022
    1.2566 1.2336
    1.2424 1.2003
    1.2401 1.1856
    1.2230 1.1774
    1.2726 1.2194


FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The financial statements and summaries of financial information
contained in this Management Proxy Circular are reported in Canadian dollars.
All such financial statements have been prepared in accordance with Canadian
generally accepted accounting principles.

TECHNICAL INFORMATION

The disclosure in this Management Proxy Circular of a
scientific or technical nature with respect to Luminas properties was taken
from the following reports. The reports were all prepared by a qualified
person for the purposes of National Instrument 43-101  Standards of Disclosure
for Mineral Projects. The technical information can be found for each respective
property under the heading Information Concerning Lumina  Before the
Arrangement  Mineral Properties of Lumina.

- Regalito Property: The Regalito Report was prepared by Tedd Eggleston,
  Ph.D., P.Geo., Associate Geologist for AMEC (Peru) S.A., Robert Sim, P. Geo.,
  Independent Geologist; Robert Cinits, P. Geo., Principal Geologist for AMEC
  (Peru) S.A, and Steve Blower, P. Geo., Senior Geologist for AMEC Energy &
  Mining Division, dated January 24, 2005.
- Galeno Property: The Galeno Report was prepared by Diane Nicolson, Ph.D.,
  MAIG of AMEC (Peru) S.A., dated May 30, 2003.
- Hushamu Property: The Hashamu Report was prepared by H.G. Giroux PEng.
  MASc. dated December 31, 2002.
- Relincho Property: The Relincho Report was prepared by Robert Cinits,
  P.Geo. and Denis Boivin, P.Geo. both principal geologists for AMEC (Peru) S.A.
  dated December 10, 2003.

The Technical Reports have been filed on the System for
Electronic Document Analysis and Referral at www.sedar.com.

13

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GENERAL PROXY INFORMATION

Solicitation of Proxies

This Management Proxy Circular is furnished in connection with
the solicitation of proxies by the management of Lumina for use at the Annual
and Special General Meeting (the Meeting) of the shareholders of Lumina, to be
held on Monday, May 9, 2005 at the time and place and for the purposes set forth
in the accompanying Notice of Meeting and at any adjournment thereof.

Persons or Companies making the Solicitations

The enclosed form of Proxy is solicited by Management.
Solicitations will be made by mail and possibly supplemented by telephone or
other personal contact to be made without special compensation by regular
officers and employees of Lumina. Lumina may reimburse shareholders nominees or
agents (including brokers holding shares on behalf of clients) for the cost
incurred in obtaining authorization from their principals to execute the Proxy.
No solicitation will be made by specifically engaged employees or soliciting
agents. The cost of solicitation will be borne by Lumina. None of the directors
of Lumina have advised that they intend to oppose any action intended to be
taken by Management as set forth in this Management Proxy Circular.

The contents and the sending of this Management Proxy Circular
have been approved by the directors of Lumina.

Appointment and Revocation of Proxies.

The persons named in the accompanying form of Proxy are
directors and/or officers of Lumina. A shareholder has the right to appoint a
person to attend and act for him on his behalf at the Meeting other than the
persons named in the enclosed form of Proxy. To exercise this right, a
shareholder shall strike out the names of the persons named in the Proxy and
insert the name of his nominee in the blank space provided, or complete another
Proxy. The completed Proxy should be deposited with Luminas Registrar and
Transfer Agent, Pacific Corporate Trust Company, 10thFloor, 625 Howe Street, Vancouver, British Columbia, V6C 3B8, at least 48 hours
before the time of the Meeting or any adjournment thereof, excluding Saturdays
and holidays.

The Proxy must be dated and be signed by the shareholder or by
  his attorney in writing, or, if the shareholder is a corporation, it must either
  be under its common seal or signed by a duly authorized officer.

In addition to revocation in any other manner permitted by
  law, a shareholder may revoke a Proxy either by (a) signing a Proxy bearing
  a later date and depositing it at the place and within the time aforesaid, or
  (b) signing and dating a written notice of revocation (in the same manner as
  the Proxy is required to be executed as set out in the notes to the Proxy) and
  either depositing it at the place and within the time aforesaid or with the
  Chairman of the Meeting on the day of the Meeting or on the day of any adjournment
  thereof, or (c) registering with the scrutineer at the Meeting as a shareholder
  present in person, whereupon such Proxy shall be deemed to have been revoked.

Non-Registered Holders

Only Registered Shareholders or duly appointed proxyholders
are permitted to vote at the Meeting. Most shareholders of Lumina are
non-registered shareholders because the Shares they own are not registered in
their names but are instead registered in the name of the brokerage firm, bank
or trust company through which they purchased the Shares.More particularly,
a person is not a Registered Shareholder in respect of Shares which are held on
behalf of that person (the Non-Registered Holder) but which are registered
either: (a) in the name of an intermediary (an Intermediary) that the
Non-Registered Holder deals with in respect of the Shares (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans); or (b) in the name of a clearing agency such as CDS&Co. (the
registration for The Canadian Depository for Securities, which company acts as
nominee for many Canadian brokerage firms) of which the Intermediary is a
participant.

14

---

Non-Registered Holders who have not objected to their
Intermediary disclosing certain ownership information about themselves to Lumina
are referred to as NOBOs. Those Non-Registered Holders who have objected to
their Intermediary disclosing ownership information about themselves to Lumina
are referred to as OBOs.

In accordance with the requirements of National Instrument
54-101 of the Canadian Securities Administrators, Lumina has elected to send the
notice of meeting, this information circular and the proxy (collectively, the
Meeting Materials) directly to the NOBOs, and indirectly through
Intermediaries to the OBOs. The Intermediaries (or their service companies) are
responsible for forwarding the Meeting Materials to each OBO, unless the OBO has
waived the right to receive them.

Meeting Materials sent to Non-Registered Holders who have not
waived the right to receive Meeting Materials are accompanied by a request for
voting instructions (a VIF). This form is used instead of a proxy. By
returning the VIF in accordance with the instructions noted on it a
Non-Registered Holder is able to instruct the Registered Shareholder how to vote
on behalf of the Non-Registered Shareholder. VIFs, whether provided by Lumina
or by an Intermediary, should be completed and returned in accordance with the
specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered
  Holders to direct the voting of the Shares which they beneficially own. Should
  a Non-Registered Holder who receives a VIF wish to attend the Meeting or have
  someone else attend on his/her behalf, the Non-Registered Holder may request
  a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder
  or his/her nominee the right to attend and vote at the Meeting. Non-Registered
  Holders should carefully follow the instructions set out in the VIF including
  those regarding when and where the VIF is to be delivered.

All references to Shareholders in this Management Proxy
Circular and the accompanying form of Proxy and Notice of Meeting are to
shareholders of record unless specifically stated otherwise.

Voting of Proxies

Lumina Common Shares represented by properly executed Proxies
in the accompanying form will be voted or withheld from voting in accordance
with the instructions of the Shareholder on any ballot that may be called for
and, if the Shareholder specifies a choice with respect to any matter to be
acted upon at the Meeting, the Lumina Common Shares represented by such Proxies
will be voted accordingly. IF NO CHOICE IS SPECIFIED, THE PERSON DESIGNATED
IN THE ACCOMPANYING FORM OF PROXY WILL VOTE IN FAVOUR OF ALL MATTERS PROPOSED BY
MANAGEMENT AT THE MEETING.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Management Proxy
Circular, none of the directors or senior officers of Lumina, no proposed
nominee for election as a director of Lumina, none of the persons who have been
directors or senior officers of Lumina since the commencement of Luminas last
completed financial year and no associate or affiliate of any of the foregoing
persons has any material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter to be acted upon at the
Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Lumina is authorized to issue 200,000,000 shares divided into
100,000,000 Lumina Common Shares and 100,000,000 Lumina Preferred Shares. As at
April 1, 2005, 20,678,942 Lumina Common Shares and no Lumina Preferred Shares
were issued and outstanding.

Only Shareholders of record at the close of business on April
1, 2005 which is a day that is no fewer than thirty days prior to the date of
the Meeting (the Record Date) who either personally attend the Meeting or who
have completed and delivered a form of proxy in the manner and subject to the
provisions described above shall be entitled to vote or to have their Lumina
Common Shares voted at the Meeting.

Pursuant to the Interim Order, in order for the Arrangement to
be effective, it must be approved by the Shareholders voting at the Meeting. See
The Arrangement - Approvals Necessary for the Arrangement.

15

---

To the knowledge of the directors and senior officers of
Lumina, the following persons or companies beneficially own, directly or
indirectly or exercise control or direction over, Lumina Common Shares carrying
more than 10% of the voting rights attached to all outstanding Lumina Common
Shares:

Name
    Number of Common
      Shares Held
    Percentage of Common
      Shares HeldRoss Beaty
    5,387,501(4)
      26.05%Exploration Capital Partners 2000
      Limited Partnership1and Global Resource Investments
      Ltd.2acting in concert3.
    3,966,148
    19.18%


|1. | a Nevada Limited Partnership with 91 limited partners
      none holding 10% or more of the limited partnership units. The General
      Partner is Resource Capital Investments Corporation. Arthur Richards Rule
      is the principal shareholder of the General Partner.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|2. | a Nevada Limited Partnership. All general and limited
      partnership units are owned by Rule Investments Inc. which in turn is
      owned by the Rule Family Trust. Arthur Richards Rule and Bonnie Rule are
      the Trustee and Grantors of the Rule Family Trust.    
|   |                                                                                                                                                                                                                                                                              
|3. | by virtue of the relationship between Arthur Richards
      Rule and both Exploration Capital Partners 2000 Limited Partnership and
      Global Resource Investments Ltd the parties are deemed under Canadian
      securities laws to be acting in concert.               
|   |                                                                                                                                                                                                                                                                              
|4. | 1,812,500 of these shares are held by Kestrel Holdings
      Ltd., a private company owned by Mr. Beaty.                                                                                                                                                                     

ANNUAL MEETING MATTERS

Appointment of Auditor

The persons named in the enclosed Proxy will vote for the
appointment of Grant Thornton LLP, Chartered Accountants, of Suite 2800, 1055
West Georgia Street, Vancouver, BC, V6E 4N3, as auditor of Lumina for the
ensuing year, until the close of the next annual general meeting of the
Shareholders at remuneration to be fixed by the directors. Grant Thornton LLP,
was appointed to the position of Auditor of Lumina on January 7, 2003.

Election of Directors

Although Management is only nominating five individuals to
stand for election, the names of further nominees for directors may come from
the floor at the Meeting.

Each director of Lumina is elected annually and holds office
until the next Annual General Meeting of the Shareholders unless that person
ceases to be a director before then. In the absence of instructions to the
contrary, the shares represented by Proxy will, on a poll, be voted for the
nominees herein listed. Management does not contemplate that any of the
nominees will be unable to serve as a director.

Lumina has an Audit Committee, Compensation Committee, and
Nominating and Governance Committee. Members of these committees are set out
below.

The following table sets out the names of the persons to be
nominated for election as directors, the positions and offices which they
presently hold with Lumina, their respective principal occupations or
employments during the past five years if such nominee is not presently an
elected director and the number of Lumina Common Shares which each beneficially
owns, directly or indirectly, or over which control or direction is exercised as
of the date of this Management Proxy Circular:

16

---

Name and Residence ofProposed Directors andPresent Offices Held
    Date Elected orAppointed
    Principal occupation
    Number ofLuminaCommonShares1ROSS BEATY Vancouver, B.C.
      Director
    May 23, 2003
    Geologist. Chairman of the Board of Pan American Silver
      Corp. (TSX; NASDAQ).
    5,387,5015ROSS CORY Vancouver B.C.
      Proposed Director
    Nominee
    Senior Vice-President of Raymond James Ltd. since 2001;
      Senior Vice-President and Director of Goepel McDermid Inc., from 1998 to
      2001.
    NilANTHONY FLOYD2Vancouver, BC CEO, President and Director
    May 23, 2003
    Geologist. President of Inca Pacific Resources Inc. since
      April 1994.
    300,000AZIZ SHARIFF2,3,4Dubai, UAE Director
    March 8, 2000
    Independent Investor and Institutional Fundraiser.
      President of Trimark Trading, of Dubai, UAE; CEO, President, Director and
      Promoter of Lumina, from March 2000 to May 2003.
    552,533JOHN WRIGHT2,3,4Vancouver B.C. Director
    December 18, 2003
    Metallurgical Engineer. President and COO of Pan American
      Silver Corp. until July 1, 2003.
    58,000


| | 1. | Information as to voting shares beneficially owned, not
      being within the knowledge of Lumina, has been furnished by the respective
      nominees individually.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Member of Audit Committee.                                                                                                                                           
| | 3. | Member of Compensation Committee.                                                                                                                                    
| | 4. | Member of Nominating and Governance Committee.                                                                                                                       
| | 5. | 1,812,500 of these shares are held by Kestrel Holdings
      Ltd., a private company owned by Mr. Beaty.                                                             

The above information was provided by Management of Lumina.

Robert Pirooz, a current director of Lumina, is not standing
for re-election as a director at the Meeting; however, it is proposed that Mr.
Pirooz will be appointed CEO of Lumina upon completion of the Arrangement. See
Schedule I  Information Concerning Lumina after the Arrangement.

No proposed director is to be elected under any arrangement or
understanding between the proposed director and any other person or company
except the directors and executive officers of Lumina acting solely in such
capacity.

No proposed director:

|(a) | is, at the date of this Management Proxy Circular, or has
      been, within 10 years before the date of this Management Proxy Circular, a
      director or executive officer of any company (including Lumina) that,
      while that person was acting in that capacity,
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            
|    | (i)                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                            
|    | (ii)                                                                                                                                                                                                                                                                       

17

---

|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                      | within a year of that person ceasing to act in that
      capacity, became bankrupt, made a proposal under any legislation relating
      to bankruptcy or insolvency or was subject to or instituted any
      proceedings, arrangement or compromise with creditors or had a receiver,
      receiver manager or trustee appointed to hold its assets; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|(b) | has, within the 10 years before the date of this
      Management Proxy Circular, become bankrupt, made a proposal under any
      legislation relating to bankruptcy or insolvency, or become subject to or
      instituted any proceedings, arrangement or compromise with creditors, or
      had a receiver, receiver manager or trustee appointed to hold the assets
      of the proposed director.

The directors and senior officers of Lumina as a group
(including directors not standing for re-election at the Meeting) beneficially
own, directly or indirectly, an aggregate of approximately 6,566,124 Lumina
Common Shares, which together represent approximately 31.75% of the total votes
attached to the Lumina Common Shares.

Executive Compensation

The following table contains information about the compensation
paid to, or earned by, those who were, at December 31, 2004: (a) Luminas chief
executive officer (or an individual who acted in a similar capacity); (b) each
of the four other most highly compensated executive officers (except those whose
total salary and bonus does not exceed $150,000) and (c) any additional
individuals whose total salary and bonus exceeded $150,000 during the year ended
December 31, 2004. Lumina presently has two Named Executive Officers, namely
Anthony Floyd, the Chief Executive Officer (CEO) and President, and Sandra
Lim, the Chief Financial Officer (CFO).

Summary Compensation Table

Name and
      Principal Position
    Fiscal
      Year Ended December 31
    Annual Compensation
    Long Term Compensation
    All
      Other Compen- sation ($)Salary
      ($)
    Bonus
      ($)
    Other
      Annual Com- pensa- tion
      ($)
      Awards
    PayoutsSecurities
      Under Options/ SARs
      Granted1 (#)
    Restricted
      Shares or Restricted Share
      Units ($)
    LTIP
      Payouts ($)Anthony Floyd2CEO and
      President
    2004 2003 2002
    nil nil n/a
    $28,3506nil n/a
    $60,0007$60,0007n/a
    nil 200,000 n/a
    nil nil n/a
    nil nil n/a
    nil nil n/aSandra Lim3CFO
    2004 2003 2002
    nil n/a n/a
    nil n/a n/a
    $10,833 n/a n/a
    nil n/a n/a
    nil n/a n/a
    nil n/a n/a
    nil n/a n/aRobert Pirooz4Vice-President
      And Secretary
    2004 2003 2002
    nil nil n/a
    $28,3506nil n/a
    $65,0007$65,0007n/a
    nil 200,000 n/a
    nil nil n/a
    nil nil n/a
    nil nil n/aAziz Shariff5former CEO and
      President
    2004 2003 2002
    nil nil nil
    nil nil nil
    nil nil nil
    nil 50,000 72,333
    nil nil nil
    nil nil nil
    nil nil nil


|1. | The sum of the number of securities under option granted
      during each fiscal year, on a non-cumulative basis.                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Mr. Floyd was appointed CEO and President on May 23,
      2003.                                                                                                                        
|3. | Sandra Lim was appointed CFO on June 15, 2004.                                                                                                                                          
|4. | Mr. Pirooz was CFO from April 20, 2004 to June 15,
      2004.                                                                                                                          
|5. | Mr. Shariff was CEO from August 3, 2000 to May 23, 2003
      and President from March 8, 2000 to May 23, 2003.                                                                         
|6. | Represents the cash value of Shares issued to certain
      executive officers of Lumina in respect of the year ended December 31,
      2004. These shares were issued in January 2005.
|7. | Paid for management and consulting
  services.                                                                                                                                          

18

---

Long Term Incentive Plan (LTIP) Awards

Lumina does not have any long-term incentive plans and, save as
disclosed above, no remuneration payments were made, directly or indirectly, by
Lumina to its Named Executive Officer during the fiscal year ended December 31,
2004.

An LTIP means any plan providing compensation intended to
serve as an incentive for performance to occur over a period longer than one
fiscal year whether performance is measured by reference to financial
performance of Lumina or an affiliate or the price of Luminas shares but does
not include option or stock appreciation rights plans or plans for compensation
through restricted shares or units.

Options and Stock Appreciation Rights (SARs)

Lumina currently has in place a fixed stock option plan (the
Lumina Plan) for the purpose of attracting and motivating directors, officers,
employees and consultants of Lumina and advancing the interests of Lumina by
affording such person with the opportunity to acquire an equity interest in
Lumina through rights granted under the Lumina Plan to purchase Lumina Common
Shares. In addition, the Lumina Plan provides for the issuance of up to an
aggregate of 100,000 Lumina Common Shares in each calendar year to those
directors, officers, employees and consultants who are deemed to have provided
extraordinary contributions to the advancement of Lumina. Any such issuance
would be based on performance reviews and recommendations by Luminas
Compensation Committee. Lumina will be seeking shareholder approval at the
Meeting to adopt a new stock option plan. See Particulars of Other Matters to
be Acted Upon  Approval of New Stock Option Plan below.

During Luminas completed financial year ended December 31,
2004, Lumina did not grant any stock options to its Named Executive Officers but
did issue to Robert Pirooz and Anthony Floyd 5,000 Bonus Shares each at a value
of $5.67 per share.

The Named Executive Officers did not exercise any options
during the most recently completed financial year. The following table sets out
the financial year-end value of unexercised options, on an aggregated basis,
held by the Named Executive Officers:

Aggregated Option/SAR Exercises during the Most Recently
Completed Financial Year and Financial Year-End Option/SAR Values

Name
    Securities
      Acquired on Exercise (#)
    Aggregate
      Value Realized ($)1
    Unexercised
      Options/SARs at FY-End (#) Exercisable/
      Unexercisable
    Value of
      Unexercised in-the-Money2
      Options/SARs at FY-End ($) Exercisable/
      UnexercisableAnthony Floyd
    Nil
    $nil
    200,000 / 0
    $820,000Sandra Lim
    Nil
    $nil
    Nil
    NilRobert Pirooz
    Nil
    $nil
    200,000 / 0
    $820,000Aziz Shariff
    Nil
    $nil
    50,000 / 0
    $310,000


|1. | Aggregate Value Realized is calculated by determining
      the difference between the market value of the securities underlying the
      options or SARs at the date of exercise and the exercise price of the
      options or SARs and is not necessarily indicative of the value (i.e. loss
      or gain) actually realized by the Named Executive Officer.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                    
|2. | In-the-Money Options means the excess of the market
      value of Luminas shares on December 31, 2004 over the exercise price of
      the options. The closing price of Luminas shares on December 31, 2004 was
      $5.75.                                                                                                                                 

Option and SAR Repricings

There were no repricings of stock options under the Lumina Plan
or otherwise during Luminas completed financial year ended December 31,
2004.

19

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Defined Benefit or Actuarial Plan

Lumina does not have a defined benefit or actuarial plan.

Termination of Employment, Change in Responsibilities and
Employment Contracts

Lumina does not have any employment contracts with the Named
Executive Officers. Lumina has an employment contract with David Strang, its
Vice-President Corporate Development. The contract is for an indefinite term and
provides for an annual salary of $104,400 as well as for the payment of a
discretionary bonus (either in cash, options, or shares of Lumina) and the grant
of up to 150,000 stock options and up to 100,000 Bonus Shares under Luminas
current stock option plan. In addition, Lumina has a contract with P. Leo
Hathaway, its Vice-President of Exploration. The contract is for an indefinite
term and provides for an annual salary of $122,000 as well as for the payment of
a discretionary bonus (either in cash, options, or shares of Lumina) and the
grant of up to 150,000 stock options.

Except as otherwise disclosed herein, there are no compensatory
plans, contracts or arrangements in place with the Named Executive Officers
resulting from the resignation, retirement or any other termination of
employment of the Named Executive Officers with Lumina or from a change in
control of Lumina or a change in the Named Executive Officers responsibilities
following a change in control, where in respect of the Named Executive Officers
the value of such compensation exceeds $100,000.

Composition of the Compensation Committee

Lumina has a Compensation Committee presently comprised of John
Wright and Aziz Shariff, both of whom are unrelated directors for the purposes
of the TSX Guidelines and independent directors for the purposes of the AMEX
rules. The Chairman of the Compensation Committee is John Wright. Responsibility
for the determination of compensation of Luminas executive officers has been
delegated to this committee.

Report on Executive Compensation

Luminas compensation structure is designed to reward
performance and to be competitive with the compensation arrangements of other
Canadian resource companies of similar size and scope of operations. Each
executive officers position is evaluated to establish skill requirements and
level of responsibility and this evaluation provides a basis for internal and
external comparisons of positions. In addition to industry comparables, the
Board of Directors and the Compensation Committee consider a variety of factors
when determining both compensation policies and programs and individual
compensation levels. These factors include the long-term interests of Lumina and
its shareholders, overall financial and operating performance of Lumina and the
Board of Directors and the Compensation Committees assessment of each
executives individual performance and contribution towards meeting corporate
objectives. Executive officers compensation is composed of three major
components: base salary; cash or share bonus; and stock options. Interested
executives do not participate in reviews, discussions or decisions of the Board
of Directors regarding this remuneration.

Base salary ranges are determined following a review of market
data for similar positions in Canadian resource companies of comparable size and
scope of operations. The salary for each executive officers position is then
determined having regard to the incumbents responsibilities, individual
performance factors, overall corporate performance, potential for advancement,
and the assessment of the Board of Directors and the Compensation Committee of
such matters as are presented by management.

The second component of the executive officers compensation is
cash or a share bonus. In light of a recommendation from the Compensation
Committee, the Board of Directors may grant executive officers cash or share
bonuses. To date the performance criteria and objectives considered by the
Compensation Committee and the Board of Directors for determining the
availability of such bonuses include Luminas share performance generally and
each executive officers role in the progress of Luminas main mineral projects.
During its completed financial year ended December 31, 2004, Lumina issued
10,000 bonus shares under its Stock Option Plan to two executive officers at a
value of $5.67 per share (see Summary of Compensation Table above).

20

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The third component of the executive officers compensation is
stock options. The Compensation Committee or the Board of Directors, subject to
approval by regulatory authorities, may from time to time grant stock options to
executive officers under the Lumina Plan. Grants of stock options are intended
to align the interests of the executive officers with those of the shareholders
over the longer-term. Other than P. Leo Hathaway, Luminas Vice-President of
Exploration, Lumina did not grant any new stock options to its executive
officers during its completed financial year ended December 31, 2004. On June 7,
2004, Lumina granted stock options to P. Leo Hathaway to purchase up to 150,000
common shares for a period of five years at an exercise price of $8.29 per share
for 150,000 shares and 50,000 shares at $5.49 per share. P. Leo Hathaway
subsequently relinquished 50,000 of the first issue of stock options.

Other than David Strang, Luminas Vice-President Corporate
Development (VPCD) and P Leo Hathaway, Vice-President of Exploration (VPE),
Lumina does not have any employment contracts with its executive officers. The
base salary and bonus of Luminas VPCD and VPE are established with reference to
the lower of the range of compensation for VPCDs and VPEs of comparable
companies. The comparable companies are natural resource companies involved in
the acquisition, exploration, financing, and development of mineral properties.

Mr. Anthony Floyd, the President and CEO of Lumina, receives a
base salary of $60,000 per year (see Compensation of Directors below). The
overall base salary compensation for Mr. Floyd is determined on the basis of a
review of market data for similar positions in Canadian resource companies of
comparable size and scope of operations. In keeping with Luminas commitment to
maintaining low relative general and administrative costs, Mr. Floyds
compensation is targeted at the lower quartile of his peer group. The
Compensation Committee believes that Mr. Floyds performance is suitably
compensated through the appreciation of his share ownership position in Lumina
and the grant of stock options and cash or share bonuses.

Mr. Robert Pirooz, the Vice-President and Secretary of Lumina,
receives a base salary of $65,000 per year (see Compensation of Directors
below). The overall base salary compensation for Mr. Pirooz is determined on the
basis of a review of market data for similar positions in Canadian resource
companies of comparable size and scope of operations. In keeping with Luminas
commitment to maintaining low relative general and administrative costs, Mr.
Piroozs compensation is targeted at the lower quartile of his peer group. The
Compensation Committee believes that Mr. Piroozs performance is suitably
compensated through the appreciation of his share ownership position in Lumina
and the grant of stock options and cash or share bonuses.

This report on executive compensation was submitted by the
Compensation Committee comprising of John Wright and Aziz Shariff.

Compensation of Directors

Lumina has no arrangements, standard or otherwise, pursuant to
which directors are compensated by Lumina for their services in their capacity
as directors, or for committee participation. However, during its financial year
ended December 31, 2004, Lumina used the services of directors and companies
owned by directors in order to supervise all geological activities, as well as
provide management and other services. These transactions occurred in the normal
course of operations. See Summary Compensation Table. In this regard, Lumina
paid during the past fiscal year: (i) Floyd Consultants, a sole proprietorship
of Anthony Floyd, the CEO, President and a director of Lumina, $60,000 for
geological and management consulting services; and (ii) Iris Consulting Ltd., a
private company which employs Robert Pirooz, the Vice-President, Secretary and a
director of Lumina, $65,000 for management services.

Lumina has a stock option plan for the granting of incentive
stock options to its directors, officers and employees. The purpose of granting
such options is to assist Lumina in compensating, attracting, retaining and
motivating Luminas directors and to closely align the personal interests of
such persons to that of the shareholders. Lumina did not grant any new stock
options to its directors during the completed financial year ended December 31,
2004 but issued to Robert Pirooz and Anthony Floyd 5,000 bonus shares each at a
value of $5.67 per share.

Performance Graph

The following graph compares the yearly percentage change in
the cumulative total shareholder return over the last two financial years of the
Lumina Common Shares, assuming a $100 investment in its common shares on June
12, 2003, with the S&P/TSX Composite Index for the period June 12, 2003 to
December 31, 2004.

21

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Dec. 31,
    Dec. 31,2003
    2004S&P/TSX Composite Index
    115
    131ReturnCompany Return
    223
    320


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

Lumina has no compensation plans under which equity securities
are authorized for issuance as at the end of the most recently completed
financial year.

MANAGEMENT CONTRACTS

During Luminas completed financial year ended December 31,
2004, there were no management functions of Lumina, which were to any
substantial degree performed by a person other than a director or senior officer
of Lumina.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of
Directors, the members of which are elected by and are accountable to the
shareholders, and takes into account the role of the individual members of
management who are appointed by the Board of Directors and who are charged with
the day-to-day management of Lumina. The Board of Directors is committed to
sound corporate governance practices, which are both in the interest of its
shareholders and contribute to effective and efficient decision making. The TSX
requires that each listed company disclose on an annual basis its approach to
corporate governance. The disclosure is required to be made with reference to
each of the guidelines (the TSX Guidelines) set out in the TSX Company Manual,
and where Luminas system is different from any of the TSX Guidelines, each
difference and the reason for the difference is to be clearly disclosed.

The Board of Directors is of the view that Luminas general
approach to corporate governance, summarized below, is appropriate and
substantially consistent with objectives reflected in the TSX Guidelines. More
detailed information regarding Luminas approach to corporate governance in the
context of the specific TSX Guidelines is set out in Schedule N hereto.

22

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Board of Directors

Structure and Compensation

The Board of Directors is currently composed of five directors.
Except for Ross Cory, all the proposed nominees are current directors of Lumina.

The TSX Guidelines suggest that the board of directors of every
listed company should be constituted with a majority of individuals who qualify
as unrelated directors. An unrelated director is a director who is
independent of management and is free from any interest and any business or
other relationship which could, or could reasonably be perceived to materially
interfere with the directors ability to act with a view to the best interests
of Lumina, other than interests and relationships arising from shareholding. In
addition, where a company has a significant shareholder, the TSX Guidelines
suggest that the board of directors should include a number of directors who do
not have interests in either the company or the significant shareholder. Of the
proposed nominees of Lumina, three are considered by the Board of Directors to
be unrelated within the meaning of the TSX Guidelines and two are inside or
management directors and accordingly are considered to be related. In
assessing the TSX Guidelines and making the foregoing determinations, the
circumstances of each director have been examined in relation to a number of
factors.

Mandate of the Board of Directors

The mandate of the Board of Directors is to manage or supervise
the management of the business and affairs of Lumina and to act with a view to
the best interests of Lumina. In doing so, the board oversees the management of
Luminas affairs directly and through its committees. In fulfilling its mandate,
the Board of Directors, among other matters, is responsible for reviewing and
approving Luminas overall business strategies and its annual business plan,
reviewing and approving the annual corporate budget and forecast, reviewing and
approving significant capital investments outside the approved budget; reviewing
major strategic initiatives to ensure that Luminas proposed actions accord with
shareholder objectives; reviewing succession planning; assessing managements
performance against approved business plans and industry standards; reviewing
and approving the reports and other disclosure issued to shareholders; ensuring
the effective operation of the Board of Directors; and safeguarding
shareholders equity interests through the optimum utilization of Luminas
capital resources.

Meetings of the Board of Directors

The Board of Directors meets quarterly to review, among other
things, Luminas performance. Results are compared and measured against a
previously established plan and performance in prior years. The Board of
Directors also holds a meeting each year to review and assess Luminas financial
budget and business plan for the ensuing year and its overall strategic
objectives. This process establishes, among other things, benchmarks against
which the Board of Directors may measure the performance of management. Other
meetings of the Board of Directors are called to deal with special matters, as
circumstances require. The Board of Directors met three times during 2004.

Expectations of Management

The Board of Directors expects management to operate the
business of Lumina in a manner that enhances shareholder value and is consistent
with the highest level of integrity. Management is expected to execute Luminas
business plan and to meet performance goals and objectives.

Committees

The Board of Directors has assigned specific governance
responsibilities to three committees: the Audit Committee, Compensation
Committee, and the Nominating and Governance Committee. Committee members are
appointed annually following Luminas annual general meeting. The following is a
description of the composition and mandate of each of the committees of the
Board of Directors:

23

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Audit Committee

The Audit Committee is currently comprised of two independent
directors and one non-independent director. A third independent director will
replace the non-independent director on the Audit Committee on or before July
31, 2005, for the purposes of the TSX Guidelines and the AMEX rules. The
Chairman of the Audit Committee is Aziz Shariff. All members of the Audit
Committee are financially literate. Lumina considers financial literacy to be
the ability to read and understand a companys fundamental financial statements,
including a companys balance sheet, income statement and a cash flow statement.
The members of the Audit Committee are elected by the Board of Directors at its
first meeting following the annual shareholders meeting to serve one year terms
and are permitted to serve an unlimited number of consecutive terms.

Senior management, as overseen by the Board of Directors, has
primary responsibility for Luminas financial reporting, accounting systems and
internal controls. The Audit Committee is a standing committee of the Board of
Directors established to assist the Board of Directors in fulfilling its
responsibilities in this regard. To fulfill its responsibilities and duties, the
Audit Committee shall:

Documents/Reports Review

|(a) | Review Luminas financial statements, MD&A and any
      annual and interim earnings, press releases before Lumina publicly
      discloses this information and any reports or other financial information
      (including quarterly financial statements), which are submitted to any
      governmental body, or to the public, including any certification, report,
      opinion, or review rendered by the external auditors.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Confirm that adequate procedures are in place for the
      review of Luminas public disclosure of financial information extracted or
      derived from Luminas financial statements.                                                                                                                                                                                                                                            

Accounting System and Internal Controls

|(a) | Obtain reasonable assurance from discussions with and/or
      reports from management, and reports from external and internal auditors
      that Luminas accounting systems are reliable and that the prescribed
      internal controls are operating effectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                       
|(b) | Direct the auditors examinations to particular
    areas.                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                       
|(c) | Request the auditors to undertake special examinations
      (e.g., review compliance with conflict of interest policies).                                                                                                                                            
|    |                                                                                                                                                                                                                                                                       
|(d) | Review control weaknesses identified by the external and
      internal auditors, together with managements response.                                                                                                                                                
|    |                                                                                                                                                                                                                                                                       
|(e) | Review the appointments of the chief financial officer
      and key financial executives.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                       
|(f) | Review accounting and financial human resources and
      succession planning within the corporation.                                                                                                                                                                 

Statutory Responsibilities

Ensure compliance by the corporation of any regulatory
requirements.

Other Responsibilities

Additional responsibilities to be defined as required, but may
include: (i) reviewing the prospectuses and other offering memoranda; (ii)
monitoring compliance with the corporate code of conduct; (iii) investigating
fraud, illegal acts or conflicts of interest; (iv) discussing selected issues
with corporate counsel; and (v) reviewing compliance with environmental codes of
conduct and legislation.

Compensation Committee

The Compensation Committee is comprised of two directors, both
of which are unrelated directors for the purposes of the TSX Guidelines and
independent directors for the purposes of the AMEX rules. The Chairman of the
Compensation Committee is John Wright. The Compensation Committee determines the
salary and benefits of the

24

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executive officers of Lumina, determines the general
compensation structure, policies and programs of Lumina, administers Luminas
stock option plan, and delivers an annual report to shareholders on executive
compensation.

Nominating and Governance Committee

The Nominating and Governance Committee is comprised of two
directors, both of whom are unrelated directors for the purposes of the TSX
Guidelines and independent directors for the purposes of the AMEX rules. The
Chairman of the Nominating and Governance Committee is John Wright. The
Nominating and Governance Committee: oversees the effective functioning of the
Board of Directors; oversees the relationship between the Board of Directors and
management of Lumina; ensures that the Board of Directors can function
independently of management at such times as is desirable or necessary; assists
the Board of Directors in providing efficient and effective corporate governance
for the benefit of shareholders; identifies possible nominees for the Board of
Directors; and reviews the qualifications of possible nominees for, and current
members, of the Board of Directors. The Nominating and Governance Committee also
annually reviews and makes recommendations to the Board of Directors with
respect to: (i) the size and composition of the Board of Directors; (ii) the
appropriateness of the committees of the Board of Directors, their mandates and
responsibilities and the allocation of directors to the committees; (iii) the
appropriateness of the terms of the mandate and responsibilities of the Board of
Directors; (iv) the compensation of the directors of Lumina; (v) the
directorships held by Luminas directors and officers in other corporations;
(vi) Luminas nominees on the boards of directors of its subsidiaries and other
corporations; and (vii) the corporate objectives which the President and Chief
Executive Officer of Lumina is responsible for meeting, the assessment of the
President and Chief Executive Officer of Lumina by the Board of Directors
against these objectives and the appropriateness of the duties and
responsibilities of the President and Chief Executive Officer.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or senior officers of Lumina, or any of
its associates or affiliates, are or have been indebted to Lumina at any time
since the beginning of the last completed financial year of Lumina.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, senior officer, or other insider of Lumina, nor
any proposed nominee for election as a director of Lumina, nor any associate or
affiliate of the foregoing persons has any material interest, direct or
indirect, in any transaction since the commencement of Luminas last completed
financial year or in any proposed transaction which, in either case, has or will
materially affect Lumina other than as disclosed herein and as follows:

|1. | Anthony Floyd, the CEO, President and a director of
      Lumina, purchased 7,500 flow-throughLumina Common Shares at a
      price of $6.10 per share pursuant to a private placement completed on
      December 2, 2004. In addition, Anthony Floyd purchased 100,000 Lumina
      Common Shares at a price of $ 1.50 per share pursuant to the exercise of
      100,000 share purchase warrants on December 21, 2004 and received 5,000
      Lumina Common Shares as a bonus under the Lumina Stock Option
  Plan.                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Robert Pirooz, the Vice-President, Secretary and a
      director of Lumina, purchased 7,500 flow-throughLumina Common
      Shares at a price of $6.10 per share pursuant to a private placement
      completed on December 2, 2004. In addition, Robert Pirooz purchase a total
      of 100,000 Lumina Common Shares at a price of $1.50 per share pursuant to
      the exercise of 100,000 share purchase warrants on various dates in 2004
      and received 5,000 Lumina Common Shares as a bonus under the Lumina Stock
      Option Plan.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Change of Name of Lumina

If the Shareholders approve the Arrangement, Management
proposes to change the name of Lumina to Regalito Copper Corp., or such other
name as may be approved by the Toronto Stock Exchange, the American Stock
Exchange, and the British Columbia Registrar of Companies. Shareholders will
therefore be asked to approve the following Special Resolution:

25

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BE IT RESOLVED, by Special
Resolution, that:

| | 1. | The name of Lumina be changed to Regalito Copper Corp.,
      or such other name as may be approved by the Toronto Stock Exchange, the
      American Stock Exchange, and the British Columbia Registrar of
      Companies;                                                     
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                    
| | 2. | The Articles of Lumina be altered accordingly;
  and                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                    
| | 3. | Any director or officer of Lumina is authorized and
      directed to sign all documents and to do all things necessary or desirable
      to effect such alteration including the filing of a Notice of Alteration
      to a Notice of Articles with the Registrar of
Companies.

In the event that the Shareholders do not approve this Special
Resolution, Lumina will not proceed with a change of its name. Management of
Lumina recommends that the Shareholders approve this Special Resolution.

Approval of New Stock Option Plan

Lumina presently has a fixed stock option plan in place
pursuant to which Lumina can issue a maximum of 1,390,943 Shares, including
100,000 bonus shares. Lumina currently has 1,035,000 stock options outstanding
representing 5% of the issued and outstanding share capital of Lumina and
243,410 options remain available to grant, representing 1.08% of Luminas issued
and outstanding share capital. The board of directors wish to now replace and
seek shareholder approval for the adoption of a 10% rolling stock option plan
(the New Lumina Plan) whereby Lumina is authorized to grant stock options of
up to 10% of its issued and outstanding shares, from time to time. The directors
are of the view that it is in the best interests of Lumina to implement the New
Lumina Plan, which will enable the directors to grant options to directors,
officers, employees and other service providers as a means of rewarding positive
performance and providing incentive to effectively manage the affairs of
Lumina.

In addition, the directors of Lumina wish to seek shareholder
approval to include a provision for the issuance of up to an aggregate of
200,000 Lumina Common Shares (the Bonus Shares) in each calendar year to those
directors, officers, employees and consultants who are deemed to have provided
extraordinary contributions to the advancement of Lumina. Any such issuance
would be based on performance reviews and recommendations by Luminas
Compensation Committee.

The following information is intended as a brief description of
the New Lumina Plan and is qualified in its entirety by the full text of the New
Lumina Plan which is attached hereto as Schedule O:

|(a) | all options will be non-assignable and
      non-transferable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | a maximum of 10% of the issued shares of Lumina, from
      time to time inclusive of the Bonus Shares, may be reserved for issuance
      pursuant to the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | the exercise price of any options granted under the New
      Lumina Plan will be determined by the board of directors, in its sole
      discretion, but shall not be less than the weighted average market price
      of the 5 trading days prior to the date the option is granted.                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | the number of shares which may be reserved for issuance
      pursuant to options granted to Insiders under the New Lumina Plan,
      together with all of Luminas other previously established or proposed
      share compensation arrangements, in aggregate, shall not at any time
      exceed 10% of the total number of issued and outstanding common shares in
      the capital of Lumina on a non-diluted basis. The number of option shares
      and Bonus Shares which may be issuable under the New Lumina Plan, together
      with all of Luminas other previously established or proposed share
      compensation arrangements, within a one-year period:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

26

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|(e) | subject to prior shareholder approval, the New Lumina
      Plan limits the number of options granted together with the number of
      Bonus Shares issued to any one individual during a one year period to 5%
      of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(f) | the New Lumina Plan limits the number of options granted
      together with the number of Bonus Shares issued to a consultant or an
      employee performing investor relations activities during a one year period
      to 2% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(g) | the New Lumina Plan limits the exercise period of any
      option grant to 10 years from the date of grant, or such lesser period as
      determined by the directors of Lumina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(h) | upon expiry of an option, or in the event an option is
      otherwise terminated for any reason, without having been exercised in
      full, the number of shares in respect of the expired or terminated option
      will again be available for the purposes of the New Lumina Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(i) | if the option holder ceases to be a director of Lumina or
      ceases to be employed by Lumina (other then by reason of death), as the
      case may be, then the option granted will expire on no later than the 30th
      day following the date that the option holder ceases to be a director or
      ceases to be employed by Lumina, subject to the terms and conditions set
      out in the New Lumina Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(j) | disinterested shareholder approval must be obtained for
      (i) any reduction in the exercise price of an outstanding option, if the
      option holder is an insider; and (ii) any grant of options to any one
      individual, within a 12 month period, exceeding 5% of Luminas issued
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(k) | for stock options granted to employees, consultants or
      management company employees, Lumina represents that the proposed optionee
      is a bona fide employee, consultant or management company employee, as the
      case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(l) | options will be reclassified in the event of any
      consolidation, subdivision, conversion or exchange of Luminas common
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(m) | the Board of Directors may make certain amendments to the
      New Lumina Plan or any option without shareholder approval. The directors
      have the authority to make changes such as: amendments of a housekeeping
      nature; a change to the vesting provisions of an option or the New Lumina
      Plan; a change to the termination provisions of an option or the New
      Lumina Plan which does not entail an extension beyond the original expiry
      date; and the addition of a cashless exercise feature, payable in cash or
      securities, which provides for a full deduction of the number of
      underlying options from the New Lumina Plan reserve. Amendments which
      reduce the exercise price or extend the term of an option held by an
      insider or which increase the fixed maximum percentage of common shares
      issuable under the New Lumina Plan will require shareholder approval. Any
      amendment to the New Lumina Plan is also subject to the acceptance of the
      TSX.

The New Lumina Plan will be administered by Luminas secretary
or such other senior officer or employee as may be designated by the Board of
Directors from time to time. Upon the approval of the New Lumina Plan by
Luminas shareholders, shareholder approval will not be required or sought on a
case-by-case basis for the purpose of the granting of options to and the
exercise of options by employees of Lumina or its affiliates regularly employed
on a full-time or part-time basis, directors of Lumina and persons who perform
services for Lumina on an ongoing basis or who have provided, or are expected to
provide, services of value to Lumina.

Shareholders will be asked to consider, and if thought fit to
approve the following resolution:

BE IT RESOLVED BY AN ORDINARY
RESOLUTION THAT :

| | 1. | The New Lumina Plan, as more particularly described in
      the Management Proxy Circular dated April 1, 2005, and the transactions
      contemplated therein are hereby approved; and                                                                                                                                         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                  
| | 2. | Any director or officer of Lumina is hereby authorized
      and directed to execute and deliver, under corporate seal or otherwise,
      all such documents and instruments and to do all such acts as in the
      opinion of such director or officer may be necessary or desirable to give
      effect to this resolution.

27

---

THE ARRANGEMENT

General

The purpose of the Arrangement is to reorganize Lumina and its
present operations into four separate public companies: Lumina, Norco, Global
and Lumco. On the Effective Date, each of Lumina, Norco, Global and Lumco will
have the same shareholders and each shareholder will have the same percentage
interest in each of Lumina, Norco, Global and Lumco as they had in Lumina prior
to the Effective Date.

Each Shareholder on the Effective Date will, as of the
Effective Date, hold one New Lumina Common Share, one Norco Common Share, one
Global Common Share and one Lumco Common Share for each Lumina Common Share held
by such Shareholder on the Effective Date.

Lumina

Lumina was incorporated by registration of its Memorandum and
Articles under the BCBCA on March 3, 2000 under the name First Trimark Ventures
Inc. On May 23, 2003 Lumina changed its name to Lumina Copper Corp. The Lumina
Common Shares are currently listed on the TSX under the trading symbol LCC and
on AMEX under the trading symbol LCC. Lumina is a reporting issuer in British
Columbia, Alberta, Ontario and the United States and it files its annual
information forms, annual and interim financial statements, managements
discussion and analysis and other continuous disclosure documents with the
securities commissions or similar regulatory authorities in each such province
and the United States Securities and Exchange Commission. These public
disclosure documents are available under Luminas profile on the SEDAR website
at www.sedar.com or on the United States Securities and Exchange Commission
website which can be accessed at www.sec.gov.

The following diagram shows Lumina and its subsidiaries, the
laws under which they were incorporated and the dates on which they came into
existence:



28

---

Upon completion of the Arrangement, it is proposed that Lumina
will retain its option interest in the Regalito copper property located in
Chile. It is further proposed that the New Lumina Common Shares will continue to
be listed on the TSX and AMEX, subject to Lumina complying with the continued
listing requirements of the TSX and AMEX. The Arrangement is subject to the
prior approval of both the TSX and AMEX. There can, however, be no assurances as
to whether Lumina will be able to maintain its listing on either the TSX or
AMEX.

For a description of the business to be carried on by Lumina
following the completion of the Arrangement see Schedule I hereto.

Norco

Norco was incorporated under the BCBCA on February 28, 2005 for
the purposes of carrying out the Arrangement. Upon completion of the
Arrangement, it is proposed that Norco will hold the Galeno, Molino and Pashpap
Properties located in Peru. For a description of the business to be carried on
by Norco following the completion of the Arrangement see Schedule J
hereto.

Norco will seek to have the Norco Common Shares listed for
trading on the TSX immediately prior to the Effective Date. Listing will be
subject to Norco meeting the original listing requirements of the TSX. If Norco
is unsuccessful in having its shares listed on the TSX, Norco will apply to have
the Norco Common Shares listed and traded on the TSX-V. There can, however, be
no assurances as to if, or when, the Norco Common Shares will be listed and
called for trading on either the TSX or the TSX-V.

Global

Global was incorporated under the BCBCA under the name
Continental Copper Corp. on February 28, 2005 for the purposes of carrying out
the Arrangement. On March 23, 2005 Global changed its name to its current name.
Upon completion of the Arrangement, it is proposed that Global will hold the
Relincho and Vizcachitas properties located in Chile and the Taca Taca and San
Jorge Properties located in Argentina. For a description of the business to be
carried on by Global following the completion of the Arrangement see Schedule
K hereto.

The Global Common Shares will not be listed on the TSX or the
TSX-V on the Effective Date. Management anticipates that Global will seek to
have the Global Common Shares traded on the TSX following completion of the
Arrangement but subsequent to the Effective Date. Listing will be subject to
Global meeting the original listing requirements of the TSX. If Global is
unsuccessful in having its shares listed on the TSX it will apply to have the
Global Common Shares listed and traded on the TSX-V. There can, however, be no
assurances as to if, or when, the Global Common Shares will be listed and called
for trading on the TSX or the TSX-V.

Lumco

Lumco was incorporated under the BCBCA on February 28, 2005 for
the purposes of carrying out the Arrangement. Upon completion of the
Arrangement, it is proposed that Lumco will hold Luminas remaining assets, the
Canadian copper properties, Casino, Apple Bay, Redstone and Hushamu. For a
description of the business to be carried on by Lumco following the completion
of the Arrangement see Schedule L hereto.

Lumco will seek to have the Lumco Common Shares listed for
trading on the TSX immediately prior to the Effective Date. Listing will be
subject to Lumco meeting the original listing requirements of the TSX. If Lumco
is unsuccessful in having its shares listed on the TSX, Lumco will apply to have
the Lumco Common Shares listed and traded on the TSX-V. There can, however, be
no assurances as to if, or when, the Lumco Common Shares will be listed and
called for trading on either the TSX or the TSX-V.

Reasons for the Arrangement

The Board of Directors has concluded that the proposed
corporate reorganization pursuant to the Arrangement is in the best interests of
Lumina and its Shareholders, and is designed to enhance Shareholder value, for
the following reasons:

29

---

|(a) | Outside of Luminas option interest in the Regalito
      Property in Chile, Lumina owns numerous other mineral exploration
      properties in Chile, Peru, Argentina and Canada. Considerable funds have
      been spent by others to advance these projects that are now at various
      stages of development. Management had expected the market valuations of
      these projects to increase however despite increases in copper prices
      these projects are currently receiving little or no market valuation due
      to the high profile of the Regalito Property;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Luminas primary focus is the development of the Regalito
      property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | The formation of Global, Norco and Lumco to hold the non
      Regalito properties will improve the identification and valuation of these
      other copper projects;                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d) | The formation of Global, Norco and Lumco will facilitate
      separate fund-raising, exploration and development strategies that will be
      required to develop each set of properties without the corresponding
      dilution to the Shareholders; and                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(f) | Funding the exploration and development projects other
      than the Regalito property in three separate companies will allow those
      projects to be advanced in a more timely fashion and will allow the
      Canadian and American equity markets to focus more specifically on such
      projects and ascribe an appropriate value to them.                                                                                                                                                                                                                               

Details of the Arrangement

On the Effective Date, the following will occur and be deemed
to occur in the following order, unless otherwise noted, without further act or
formality and with each transaction or event being deemed to occur immediately
after the occurrence of the transaction or event immediately preceding it:

|(a) | Luminas authorized share structure will be amended
      by:
|--- | -------------------------------------------------------------
|    |                                                              
|    | (i)                                                          
|    |                                                              
|    | (ii)                                                         
|    |                                                              
|    | (ii)                                                         
|    |                                                              
|    |                                                              
|    |                                                              
|    |                                                              
|    |                                                              

Luminas shares will have the rights
and restrictions set out in Luminas Articles. Luminas Articles will be amended
by adding, as Article 27 of the Articles, the rights and restrictions set out in
Schedule A of the Arrangement Agreement;

|(b) | Luminas central securities register for common shares
      will be redesignated as the central securities register for the Class A
      Common shares;                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Lumco's authorized share structure shall be amended by
      creating a new class of shares consisting of an unlimited number of
      special preferred shares with a par value equal to the Lumco Redemption
      Amount and having the rights and restrictions set out in Lumco's Articles.
      Lumco's Articles shall be amended by adding, as Article 27 of the
      Articles, the rights and restrictions set out in Schedule B of the
      Arrangement Agreement;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d) | Norcos authorized share structure shall be amended by
      creating a new class of shares consisting of an unlimited number of
      special preferred shares with a par value equal to the Norco Redemption
      Amount and having the rights and restrictions set out in Norco's Articles.
      Norcos Articles shall be amended by adding, as Article 27 of the
      Articles, the rights and restrictions set out in Schedule B of the
      Arrangement Agreement;

30

---

|(e) | Globals authorized share structure shall
        be amended by creating a new class of shares consisting of an unlimited
        number of special preferred shares with a par value equal to the Global
        Redemption Amount and having the rights and restrictions set out in Global's
        Articles. Globals Articles shall be amended by adding, as Article
        27 of the Articles, the rights and restrictions set out in Schedule B
        of the Arrangement Agreement;                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | Lumina will sell and transfer the Lumco Transferred
        Assets to Lumco in consideration for the issuance by Lumco of 1,000 Lumco
        Preferred Shares and the Lumco Share Obligations. Lumina will take all
        such actions and deliver all such documents as may be required to convey
        title to the Lumco Transferred Assets to Lumco;                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | Lumina will sell and transfer the Norco Transferred
        Assets to Norco in consideration for the issuance by Norco of 1,000 Norco
        Preferred Shares and the Norco Share Obligations. Lumina will take all
        such actions and deliver all such documents as may be required to convey
        title to the Norco Transferred Assets to Norco;                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | Lumina will sell and transfer the Global Transferred
        Assets to Global in consideration for the issuance by Global of 1,000
        Global Preferred Shares and the Global Share Obligations. Lumina will
        take all such actions and deliver all such documents as may be required
        to convey title to the Global Transferred Assets to Global;                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(i) | Each Lumina Common Share issued and outstanding
        on the Effective Date (other than shares held by dissenting shareholders)
        will be exchanged for one New Lumina Common Share and one Lumina Series
        1 Special Share, one Lumina Series 2 Special Share and one Lumina Series
        3 Special Share. The PUC of the New Lumina Common Shares, the Lumina Series
        1 Special Shares, Lumina Series 2 Special Shares and the Lumina Series
        3 Special Share will be determined as follows:                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Each Shareholder will cease to be the holder
        of the Lumina Common Shares so exchanged and will become the holder of
        the number of New Lumina Common Shares, Lumina Series 1 Special Shares,
        Lumina Series 2 Special Shares and Lumina Series 3 Special Shares issued
        to such Shareholder. The name of such Shareholder will be removed from
        the central securities register for Lumina Common Shares in respect of
        the Lumina Common Shares so exchanged and will be added to the central
        securities register of New Lumina Common Shares, Lumina Series 1 Special
        Shares, Lumina Series 2 Special Shares and the Lumina Series 3 Special
        Shares, respectively, so issued to such Shareholder;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(j) | Contemporaneously with step (i), each outstanding
        whole Lumina Option will be exchanged for one whole Lumco Option, one
        whole Norco Option, one whole Global Option and one whole New Lumina Option.
        The exercise price of each of the new options will, based on the approximate
        value of Luminas mineral properties in relation to Luminas
        market capitalization, be .8% of the Exercise Price for the Lumco Option,
        .7% of the Exercise Price for the Norco Option, 3.4% of the Exercise Price
        for the Global Option and 95.1% of the Exercise Price for the New Lumina
        Option;                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(k) | The Lumina Common Shares exchanged for the
        New Lumina Common Shares, the Lumina Series 1 Special Shares, the Lumina
        Series 2 Special Shares and the Lumina Series 3 Special Shares will be
        cancelled and the appropriate entry will be made in Luminas central
        securities registry;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(l) | Each holder of Lumina Series 1 Special Shares
        will transfer, with good and marketable title free and clear of all encumbrances,
        such shares to Lumco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(m) | Each holder of Lumina Series 2 Special Shares
        will transfer, with good and marketable title free and clear of all encumbrances,
        such shares to Norco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

31

---

|(n) | Each holder of Lumina Series 3 Special Shares will
      transfer, with good and marketable title free and clear of all
      encumbrances, such shares to Global;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(o) | As consideration for the Lumina Series 1 Special Shares
      transferred to it, Lumco will issue to such holders, Lumco Common Shares
      on the basis of one Lumco Common Share for every one whole Lumina Series 1
      Special Share. The stated capital account maintained in respect of Lumco
      Common Shares will be increased by an amount equal to the PUC of the
      transferred Lumina Series 1 Special Shares. Each holder of Lumina Series 1
      Special Shares so sold and transferred will cease to be the holder of the
      Lumina Series 1 Special Shares so sold and transferred and will become the
      holder of the number of Lumco Common Shares issued to such holder. The
      name of such holder will be removed from the central securities register
      of Lumina Series 1 Special Shares in respect of the Lumina Series 1
      Special Shares so sold and transferred and will be added to the central
      securities register of Lumco as the holder of the number of Lumco Common
      Shares so issued to such holder, and Lumco will be and will be deemed to
      be the transferee of the Lumina Series 1 Special Shares so transferred and
      the name of Lumco will be entered in the central securities register of
      Lumina Series 1 Special Shares so sold and transferred to Lumco;                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(p) | As consideration for the Lumina Series 2 Special Shares
      transferred to it, Norco will issue to such holders, Norco Common Shares
      on the basis of one Norco Common Share for every one whole Lumina Series 2
      Special Share. The stated capital account maintained in respect of Norco
      Series 2 Common Shares will be increased by an amount equal to the PUC of
      the transferred Lumina Series 2 Special Shares. Each holder of Lumina
      Series 2 Special Shares so sold and transferred will cease to be the
      holder of the Lumina Series 2 Special Shares so sold and transferred and
      will become the holder of the number of Norco Common Shares issued to such
      holder. The name of such holder will be removed from the central
      securities register of Lumina Series 2 Special Shares in respect of the
      Lumina Series 2 Special Shares so sold and transferred and will be added
      to the central securities register of Norco as the holder of the number of
      Norco Common Shares so issued to such holder, and Norco will be and will
      be deemed to be the transferee of the Lumina Series 2 Special Shares so
      transferred and the name of Norco will be entered in the central
      securities register of Lumina Series 2 Special Shares so sold and
      transferred to Norco;          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(q) | As consideration for the Lumina Series 3 Special Shares
      transferred to it, Global will issue to such holders, Global Common Shares
      on the basis of one Global Common Share for every one whole Lumina Series
      2 Special Share. The stated capital account maintained in respect of
      Global Series 3 Common Shares will be increased by an amount equal to the
      PUC of the transferred Lumina Series 3 Special Shares. Each holder of
      Lumina Series 3 Special Shares so sold and transferred will cease to be
      the holder of the Lumina Series 3 Special Shares so sold and transferred
      and will become the holder of the number of Global Common Shares issued to
      such holder. The name of such holder will be removed from the central
      securities register of Lumina Series 3 Special Shares in respect of the
      Lumina Series 3 Special Shares so sold and transferred and will be added
      to the central securities register of Global as the holder of the number
      of Global Common Shares so issued to such holder, and Global will be and
      will be deemed to be the transferee of the Lumina Series 3 Special Shares
      so transferred and the name of Global will be entered in the central
      securities register of Lumina Series 3 Special Shares so sold and
      transferred to Global;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(r) | Lumina will purchase for cancellation the Lumina Series 1
      Special Shares held by Lumco in consideration for the issuance by Lumina
      to Lumco of the Lumina Lumco Note. The repurchased Lumina Series 1 Special
      Shares will be cancelled and the appropriate entry made on the central
      securities registry for the Lumina Series 1 Special Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(s) | Lumina will purchase for cancellation the Lumina Series 2
      Special Shares held by Norco in consideration for the issuance by Lumina
      to Norco of the Lumina Norco Note. The repurchased Lumina Series 2 Special
      Shares will be cancelled and the appropriate entry made on the central
      securities registry for the Lumina Series 2 Special Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(t) | Lumina will purchase for cancellation the Lumina Series 3
      Special Shares held by Global in consideration for the issuance by Lumina
      to Global of the Lumina Global Note. The repurchased Lumina Series 3
      Special Shares will be cancelled and the appropriate entry made on the
      central securities registry for the Lumina Series 3 Special
  Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(u) | The authorized share structure of Lumina will be amended
      by eliminating the 100,000,000 Class A Common Shares without par value,
      the unlimited Series 1 Special Shares without par value, the
    unlimited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

32

---

|     | Series 2 Special Shares and the unlimited Series 3 Special
        Shares none of which are issued. Luminas Articles will be amended
        by deleting Article 27 of the Articles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(v)  | Lumco will purchase for cancellation the 1,000 Lumco
        Preferred Shares held by Lumina in consideration for the issuance by Lumco
        to Lumina of the Lumco Note having a principal amount and fair market
        value equal to the aggregate fair market value of the 1,000 Lumco Preferred
        Shares purchased for cancellation. The repurchased Lumco Preferred Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Lumco Preferred Shares;                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(w)  | The authorized share structure of Lumco shall be amended
        by eliminating the unlimited preferred shares without par value, none
        of which are issued. Lumco's Articles shall be amended by deleting Article
        27 of the Articles which contain the rights and restrictions attached
        to the Lumco Common Shares and Lumco Preferred Shares;                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(x)  | Norco will purchase for cancellation the 1,000 Norco
        Preferred Shares held by Lumina in consideration for the issuance by Norco
        to Lumina of the Norco Note having a principal amount and fair market
        value equal to the aggregate fair market value of the Norco Preferred
        Shares purchased for cancellation. The repurchased Norco Preferred Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Norco Preferred Shares;                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(y)  | The authorized share structure of Norco shall be amended
        by eliminating the unlimited special preferred shares without par value,
        none of which are issued. Norco's Articles shall be amended by deleting
        Article 27 of the Articles which contain the rights and restrictions attached
        to the Norco Common Shares and Norco Preferred Shares;                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(z)  | Global will purchase for cancellation the 1,000 Global
        Preferred Shares held by Lumina in consideration for the issuance by Global
        to Lumina of the Global Note having a principal amount and fair market
        value equal to the aggregate fair market value of the Global Preferred
        Shares purchased for cancellation. The repurchased Global Preferred Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Global Preferred Shares;                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(aa) | The authorized share structure of Global shall be amended
        by eliminating the unlimited preferred shares without par value, none
        of which are issued. Global's Articles shall be amended by deleting Article
        27 of the Articles which contain the rights and restrictions attached
        to the Global Common Shares and Global Preferred Shares;                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(bb) | Lumina will pay the principal amount of the Lumina Lumco
        Note by transferring to Lumco the Lumco Note which will be accepted by
        Lumco as full payment, satisfaction and discharge of Luminas obligation
        under the Lumina Lumco Note and simultaneously, Lumco will pay the principal
        amount of the Lumco Note by transferring to Lumina the Lumina Lumco Note
        which will be accepted by Lumina as full payment, satisfaction and discharge
        of Lumco's obligation under the Lumco Note. The Lumina Lumco Note and
        the Lumco Note will both thereupon be cancelled;                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(cc) | Lumina will pay the principal amount of the Lumina Norco
        Note by transferring to Norco the Norco Note which will be accepted by
        Norco as full payment, satisfaction and discharge of Luminas obligation
        under the Lumina Norco Note and simultaneously, Norco will pay the principal
        amount of the Norco Note by transferring to Lumina the Lumina Norco Note
        which will be accepted by Lumina as full payment, satisfaction and discharge
        of Norco's obligation under the Norco Note. The Lumina Norco Note and
        the Norco Note will both thereupon be cancelled;                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(dd) | Lumina will pay the principal amount of the Lumina Global
        Note by transferring to Global the Global Note which will be accepted
        by Global as full payment, satisfaction and discharge of Luminas
        obligation under the Lumina Global Note and simultaneously, Global will
        pay the principal amount of the Global Copper Note by transferring to
        Lumina the Lumina Global Note which will be accepted by Lumina as full
        payment, satisfaction and discharge of Global's obligation under the Global
        Note. The Lumina Global Note and the Global Copper Note will both thereupon
        be cancelled; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(ee) | Lumina will change its name to Regalito Copper Corp.
        or such other name as is acceptable to the TSX, AMEX and the Registrar
        of Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

33

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Arrangement Agreement

Lumina has entered into the Arrangement Agreement for the
purpose of carrying out the Plan of Arrangement and consummating the
transactions contemplated by the Plan of Arrangement. The Arrangement Agreement
contains covenants, conditions and termination provisions by which the parties
to the Arrangement Agreement are bound. The parties to the Arrangement Agreement
have also made certain representations and warranties to each other and have
agreed to certain other terms and conditions which are standard in a transaction
of the nature embodied by the Arrangement. In addition, the Arrangement
Agreement provides that it may be amended by Lumina before or after the Meeting
without further notice to, or the approval of, the Shareholders. The full text
of the Arrangement Agreement is attached as Schedule G to this Management
Proxy Circular and the Plan of Arrangement is attached as Appendix I to the
Arrangement Agreement.

Approvals Necessary for the Arrangement

Shareholder Approval

As provided in the Interim Order, in order for the Arrangement
to become effective, the Arrangement Resolution must be passed, with or without
variation, by the Shareholders by Special Resolution. The full text of the
Arrangement Resolution is substantially as set out in paragraph 4 of Schedule
H to this Management Proxy Circular.

Court Approval

A statutory arrangement under the BCBCA requires Court
approval. Prior to the mailing of this Management Proxy Circular, Lumina
obtained the Interim Order which, among other things, provides for the calling
and holding of the Meeting, and certain other procedural matters, and caused to
be issued a Notice of Hearing of Petition for the Final Order to approve the
Arrangement. The Interim Order does not constitute approval of the Arrangement
by the Court. A copy of the Interim Order and the Notice of Hearing of Petition
for the Final Order are set forth in Schedules B and C, respectively, to
this Management Proxy Circular.

As set out in the Notice of Hearing of Petition, the hearing in
respect of the Final Order is scheduled to take place at 9:45 a.m. (Vancouver
time) on May 12, 2005, or so soon thereafter as counsel may be heard, or at such
other date and time as the Court may direct at the Law Courts, 800 Smithe
Street, Vancouver, British Columbia, subject to approval by the Shareholders of
Lumina of the Arrangement. Any Shareholder of Lumina has the right to appear at
such hearing and present evidence or argument, subject to the rules of the
Court. The Interim Order provides that any Shareholder wishing to appear in
opposition to the petition for the Final Order must give Lumina at least one
week notice of the Shareholders intention to do so.

The authority of the Court is very broad under section 291 of
the BCBCA. Lumina has been advised by its legal counsel that the Court may make
any inquiry it considers appropriate and may make any order it considers
appropriate with respect to the Arrangement. The Court will consider, among
other things, the fairness and reasonableness to the Shareholders of the
Arrangement in its entirety.The Court may approve the Arrangement either as
proposed or as amended in any manner the Court may direct, subject to compliance
with such terms and conditions, if any, as the Court considers fit. The Court
will be advised, prior to the hearing, that the Courts approval of the
Arrangement will form the basis for an exemption from registration requirements
of the 1933 Act pursuant to Section 3(a)(10) thereof with respect to the New
Lumina Common Shares, the Global Common Shares, the Norco Common Shares and the
Lumco Common Shares to be distributed pursuant to the Arrangement.

Regulatory Approval

The Arrangement is subject to prior approval of the TSX and
AMEX.

Consequences if Approvals Not Obtained

If the Arrangement is not approved by the Shareholders or the
Court in the manner described above, the Arrangement will not be completed.

34

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Conditions to the Arrangement Becoming
Effective

In addition to Shareholder, Court and regulatory approval, the
Arrangement Agreement provides that the implementation of the Arrangement is
subject to satisfaction of various conditions on or prior to the Effective Date,
certain of which are summarized below:

|(a) | the Arrangement with or without amendment, will have been
      approved by the Shareholders;                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | the TSX and the Amex will have conditionally accepted the
      Arrangement and the TSX shall have confirmed that immediately prior to the
      Effective Date, the Series 1, 2 and 3 Special Shares of Lumina issuable
      under the Arrangement will be listed on the TSX;                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | the TSX or in the alternative the TSX-V will have
      conditionally accepted the Arrangement and confirmed that immediately
      prior to the Effective Date, the Norco Common Shares and the Lumco Common
      Shares issuable under the Arrangement will be listed on the TSX or Tier 1
      or Tier 2 of the TSX-V;                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | all other consents, orders, rulings, approvals and
      assurances, including regulatory and judicial approvals and orders
      required, necessary or desirable for the Arrangement to become effective
      will have been obtained or received from the persons, authorities or
      bodies having jurisdiction in the circumstances, in a form acceptable to
      Lumina;
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | there will not be in force any order or decree
      restraining or enjoining the consummation of the transaction contemplated
      by the Arrangement Agreement;                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(f) | unless otherwise determined by management, notices of
      dissent have not been delivered by Shareholders holding greater than 1% of
      the outstanding Lumina Common Shares; and                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(g) | the Arrangement Agreement will not have been terminated
      as provided for therein.                                                                                                                                                                                                                                                                                            

Certain of the foregoing conditions may be waived.

Management of Lumina believes that all material consents,
orders, rulings, approvals and assurances required to complete the Arrangement
will be obtained prior to the Effective Date in the normal course upon
application therefore. There can, however, be no assurance that all of the
conditions to the Arrangement will be fulfilled prior to the Effective Date. The
fulfillment of certain of the conditions may be waived by mutual agreement of
Lumina, Norco, Global and Lumco.

Notwithstanding the fulfilment, or waiver, of the foregoing and
other conditions, the Board of Directors may decide at any time before or after
the Meeting and prior to the Effective Date not to proceed with the Arrangement,
in which event the Arrangement Agreement will be terminated without any further
action on the part of the Shareholders or the Court. The Board of Directors
considers it appropriate to retain the flexibility not to proceed with the
Arrangement should some event occur prior to the Arrangement becoming effective
which in the opinion of the Board of Directors makes it inappropriate to
complete the Arrangement. The Arrangement Resolution to be considered and passed
by the Shareholders at the Meeting authorizes such action by the Board of
Directors.

Effective Date

Upon receipt of Shareholder, Court and regulatory approvals,
and satisfaction of all other conditions set forth in the Arrangement Agreement,
the Board of Directors intends to make the Arrangement effective. Making the
Arrangement effective will be subject to obtaining the Final Order of the Court.
If the Final Order approving the Arrangement is granted on May 12, 2005, it is
expected that the Effective Date will be on or about May 18, 2005. Lumina will
announce the Effective Date through the media following receipt of the Final
Order.

Distribution of Share Certificates

A form of letter of transmittal containing instructions with
respect to the surrender of certificates representing Lumina Common Shares has
been forwarded with this Information Circular to Lumina Shareholders for use,
following the Effective Date, in exchanging their certificates for Lumina Common
Shares for Lumco, Norco and Global Common Shares as well as Lumina New Common
Shares. Upon surrender of a properly completed letter of transmittal together
with certificates representing Lumina Common Shares to the Transfer Agent,
certificates

35

---

representing the Lumco, Norco and Global Common Shares and
Lumina New Common Shares, respectively, will be issued and delivered to each
such former Lumina Shareholder.

Treatment of Fractional Interests

Under the Arrangement, no fractional shares will be issued and
fractional interests in Lumina Special Shares (which will be exchanged for
Norco, Global and Lumco Common Shares) will be rounded down to the nearest whole
Lumina Special Share.

Intentions of Management

All of the directors and officers of Lumina have indicated
their intention to vote all of their Lumina Common Shares in favour of the
Arrangement and the other business to be transacted at the Meeting.

Recommendations of Board of Directors

The Board of Directors has reviewed the terms and conditions of
the Arrangement and has unanimously concluded that the terms of the Arrangement
are fair and reasonable to, and are in the best interests of Lumina and the
Shareholders.

In arriving at their recommendation, the Board of Directors
considered, among other matters:

|(a) | the conclusions of the Board of Directors and management
      of Lumina with respect to the increase in shareholder value. See The
      Arrangement - Reasons for the Arrangement;                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                  
|(b) | the terms of the Arrangement, which will result in
      Shareholders continuing to own immediately after the Arrangement no less
      than their current proportionate voting and equity interest in all of the
      assets currently held by Lumina through their ownership in all of the
      outstanding common shares of Lumina, Global, Norco and Lumco;
|    |                                                                                                                                                                                                                                                                                                                                                                  
|(c) | the procedures by which the Arrangement will be approved,
      including the two-thirds majority approval required by Shareholders at the
      Meeting, and the requirement of Court approval; and                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                  
|(d) | the tax treatment of Shareholders under the
      Arrangement.                                                                                                                                                                                                                                                                                                   

Accordingly, the Board of Directors unanimously recommends
that the Shareholders vote in favour of the Arrangement Resolution and all other
matters to be considered at the Meeting.

Effect of the Arrangement on Certain Outstanding
Securities of Lumina

Share Purchase Warrants

All outstanding Warrants contain standard anti-dilution
provisions that will be triggered by the implementation of the Arrangement.
Under the Arrangement, each whole Lumina Warrant outstanding on the Effective
Date will, upon exercise of such Lumina Warrant after the Effective Date,
entitle the holder thereof to receive one New Lumina Common Share, one Norco
Common Share, one Global Common Share and one Lumco Common Share at an aggregate
exercise price equal to the exercise price provided for in the certificate
representing such Lumina Warrant, subject to the terms and conditions contained
in such certificate.

Holders of Lumina Warrants will not be permitted to exercise
Lumina Warrants to purchase New Lumina Common Shares, Lumco Common Shares,
Global Common Shares or Norco Common Shares separately from each other.

Lumina will use the net proceeds from the exercise of any
Lumina Warrants after the Effective Date to acquire Lumco, Global and Norco
Common Shares by exercising its warrants such that Lumina will receive 95.1% of
the net proceeds per New Lumina share issued, Lumco will receive .8% of the net
proceeds per Lumco Common Share issued, Global will receive 3.4% of the net
proceeds per Global Common Share issued and Norco will receive .7% of the net
proceeds per Norco Common Share issued. Upon receipt of such funds, Lumco,
Global and Norco will issue and deliver to Lumina the certificate representing
the new Lumco Common Shares, Global Common Shares

36

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and Norco Common Shares to which Lumina is entitled and Lumina
  will assign and deliver the Lumco, Global, and Norco Common Shares to the Lumina
  Warrantholder.

Stock Options

On the Effective Date, each whole Lumina Option outstanding on
the Effective Date will be exchanged for one whole Lumco Option, one whole Norco
Option, one whole Global Option and one whole New Lumina Option. The exercise
price of each of the new options will be .8% of the Exercise Price for the Lumco
Option, .7% of the Exercise Price for the Norco Option, 3.4% of the Exercise
Price for the Global Option and 95.1% of the Exercise Price for the New Lumina
Option.

In addition, the boards of directors of Lumina, Norco, Global
and Lumco may grant incentive stock options to purchase Lumina, Norco, Global
and Lumco Common Shares to their respective directors, officers, employees and
consultants in amounts to be determined by the respective boards of directors at
exercise prices in compliance with the requirements of, where appropriate, the
TSX, AMEX and TSX-V.

Bonus Shares

After the Effective Date, if Lumina, at any time issues Bonus
Shares to a party pursuant to the Lumina Stock Option Plan in connection with an
agreement entered into prior to the Effective Date then Lumco, Global and Norco
will issue and deliver to that party a certificate representing the same number
of new Lumco Common Shares, Global Common Shares and Norco Common Shares as
Lumina issued to the party.

Potential Future Stock Issuances by Lumina

In order to complete the purchase of the Galeno and Relincho
Properties Lumina has either the option to issue shares to the vendor as part of
the consideration to complete the purchase of the subject property. It is
anticipated that the Galeno Property will be transferred to Norco and the
Relincho Property to Global. As a term of the Arrangement Agreement both Norco
and Global have agreed that unless otherwise agreed by all of the affected
parties they will not exercise the right to issue shares to the vendor as part
of the consideration to complete the purchase of their respective
properties.

Fees and Expenses

All costs relating to the Arrangement, including technical,
accounting and legal fees, will be borne by Lumina.

Securities Laws Considerations

Canadian Securities Laws

The issue of the New Lumina Common Shares, the Lumina Special
Shares and the Norco, Global and Lumco Common Shares, including the issuance of
Norco, Global and Lumco Common Shares upon the exercise of Lumina Options and
Warrants after the Effective Date, pursuant to the Arrangement, will be made
pursuant to exemptions from the registration and prospectus requirements
contained in applicable provincial securities legislation or, where required,
exemption orders or rulings from various securities commissions and regulatory
authorities in the provinces and territories of Canada where registered
Shareholders of Lumina are resident. Lumina is currently a reporting issuer'
under the applicable securities legislation in the Provinces of British
Columbia, Alberta and Ontario. Under applicable provincial securities laws the
New Lumina Common Shares and Norco, Global and Lumco Common Shares received by
Shareholders, holders of Lumina Options or holders of Lumina Warrants in
connection with the Arrangement may be resold in the Provinces of British
Columbia, Alberta and Ontario without hold period restriction (provided that no
unusual effort is made to prepare the market or create a demand for these
securities and no extraordinary commission or consideration is paid in respect
of the sale). Resales of New Lumina Common Shares and Norco, Global and Lumco
Common Shares will be subject to resale restrictions where the sale is made from
either the holdings of any person, company or combination of persons or
companies holding a sufficient number of New Lumina Common Shares, Norco Common
Shares, Global Common Shares or Lumco Common Shares, as the case may be, to
affect materially the control of Lumina, Norco, Global or Lumco, respectively.

37

---

Holders of New Lumina Common Shares, Norco Common Shares,
Global Common Shares or Lumco Common Shares should seek legal advice prior to
any resale of such securities to ensure the resale is made in compliance with
the requirements of applicable securities legislation. Resales of securities
acquired in connection with the Arrangement may be required to be made through
properly registered securities dealers.

United States Securities Laws

The issue of the New Lumina Common Shares, the Lumina Special
Shares and the Norco, Global and Lumco Common Shares in connection with the
Arrangement will not be registered under the 1933 Act or the securities laws of
any state of the United States and will be effected in reliance upon the
exemption from registration provided by Section 3(a)(10) of the 1933 Act and
exemptions provided under the securities laws of each state of the United
States. Section 3(a)(10) of the 1933 Act exempts from registration a security
which is issued in exchange for outstanding securities where the terms and
conditions of such issuance and exchange are approved, after hearing upon the
fairness of such terms and conditions at which all persons to whom it is
proposed to issue securities in such exchange have a right to appear, by a court
or by a governmental authority expressly authorized by law to grant such
approval. Accordingly, the Final Order will, if granted, constitute the basis
for the exemption from the registration requirements of the 1933 Act with
respect to the above-named securities issued in connection with the Arrangement.

The New Lumina Common Shares and the Norco, Global and Lumco
Common Shares issuable upon exercise of the Lumina Warrants after the Effective
Date have not been registered under the 1933 Act or the securities laws of any
state of the United States. As a result, such Lumina Warrants may not be
exercised by or on behalf of a U.S. person or in the United States, as these
terms are defined in Rule 902 of Regulation S under the 1933 Act, unless the New
Lumina Common Shares and the Norco, Global and Lumco Common Shares issuable upon
exercise of such Lumina Warrants are registered under the 1933 Act and the
securities laws of all applicable states of the United States or an exemption
from such registration is available. Unless the New Lumina Common Shares and the
Norco, Global and Lumco Common Shares issuable upon exercise of the Lumina
Warrants are registered or exempt under the 1933 Act, holders of the Lumina
Warrants who are U.S. persons or resident in the United States must either
resell the Lumina Warrants to persons outside the United States or permit the
Lumina Warrants to expire.

The New Lumina Common Shares issuable upon exercise of Lumina
Options after the Effective Date have not been registered under the 1933 Act or
the securities laws of any state of the United States. As a result, such Lumina
Options may not be exercised by or on behalf of a U.S. person or in the United
States, as these terms are defined in Rule 902 of Regulation S under the 1933
Act, unless the New Lumina Common Shares issuable upon exercise of such Lumina
Options are registered under the 1933 Act and the securities laws of all
applicable states of the United States or an exemption from such registration is
available. Unless the New Lumina Common Shares issuable upon exercise of Lumina
Options are registered or exempt under the 1933 Act, holders of Lumina Options
who are U.S. persons or resident in the United States may not be able to
exercise their Lumina Options and may be required to permit their Lumina Options
to expire.

The New Lumina Common Shares and the Norco, Global and Lumco
Common Shares received pursuant to the Arrangement will not be registered under
the 1933 Act in reliance upon the exemption provided by Section 3(a)(10)
thereof. The restrictions on resale imposed by the 1933 Act will depend on
whether the holder of Lumina or Norco, Global and Lumco securities,
respectively, is or, following the Arrangement, will be an "affiliate'' of the
issuer of such securities. As defined in Rule 144 under the 1933 Act, an
"affiliate" of an issuer is a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, such issuer.

Persons who are not and following the Arrangement will not be
affiliates of Lumina, Norco, Global or Lumco, respectively, may resell their
securities of such issuer in the United States without restriction under the
1933 Act and, provided the recognized securities manual exemption or other
exemption is available, under the securities laws of the states of the United
States.

Persons who are or after the Arrangement will be an affiliate
of Lumina, Norco, Global or Lumco, respectively, may not resell their securities
of such issuer in the absence of registration under the 1933 Act, unless such
sales comply with the exemption from registration contained in Rule 145(d) under
the 1933 Act, or unless registration is not required pursuant to the exclusion
from registration provided by Regulation S under the 1933 Act.

38

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In general, under Rule 145(d) as currently in effect, persons
who are or after the Arrangement will be affiliates of Lumina, Norco, Global or
Lumco, respectively, will be entitled to resell in the United States during any
three-month period that number of securities of the issuer that does not exceed
the greater of one percent of the then outstanding class of securities or, if
such securities are listed on a United States securities exchange or traded on
NASDAQ, the average weekly trading volume of such securities during the
four-week period preceding the date of sale, subject to certain restrictions on
manner of sale, aggregation rules and the availability of public information
about the issuer. Affiliates of Lumina, Norco, Global or Lumco, respectively,
who are not affiliates of the issuer following the Arrangement, and who hold
their securities of such issuer for a period of one year after the Arrangement,
may resell such securities without regard to the volume and manner of sale
limitations set forth in the preceding sentence, subject to the availability of
certain public information about the applicable issuer. Affiliates of Lumina,
Norco, Global or Lumco, respectively, who are not affiliates of the issuer
following the Arrangement, have not been affiliates during the three months
preceding the date of sale, and who hold their securities of such issuer for a
period of two years after the Arrangement, may resell such securities without
any restrictions under the 1933 Act and, provided the recognized securities
manual exemption or other exemption is available, under the securities laws of
the states of the United States.

Subject to certain limitations, all holders of New Lumina
Common Shares, Norco Common Shares, Global Common Shares and Lumco Common Shares
and the Lumina Warrants outstanding after the Effective Date may immediately
resell such securities outside the United States without registration under the
1933 Act pursuant to Regulation S under the 1933 Act. Generally, subject to
certain limitations, holders of Lumina, Norco, Global or Lumco securities
following the Arrangement who are not affiliates of the respective issuer, or
who are affiliates of such issuer solely by virtue of their status as an officer
or director of the issuer may, under the securities laws of the United States,
resell their securities of such issuer in an offshore transaction (which would
include a sale through the TSX) if neither the seller, an affiliate of the
seller, nor any person acting on their behalf engages in any directed selling
efforts in the United States. For the purposes of Regulation S, directed
selling efforts means any activity undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for any of the securities being offered in the resale
transaction. Certain additional restrictions and qualifications are applicable
to a holder of Lumina, Norco, Global or Lumco securities who are affiliates of
such issuer.

The New Lumina Common Shares, the Norco Common Shares, the
Global Common Shares and the Lumco Common Shares issuable upon exercise of
Lumina Warrants after the Effective Date have not been registered under the 1933
Act or the securities laws of any state of the United States and may not be
offered or sold in the United States unless registered under the 1933 Act and
the securities laws of all applicable states of the United States or an
exemption from such registration requirements is available.

The New Lumina Common Shares issuable upon exercise of Lumina
Options after the Effective Date have not been registered under the 1933 Act or
the securities laws of any state of the United States and may not be offered or
sold in the United States unless registered under the 1933 Act and the
securities laws of all applicable states of the United States or an exemption
from such registration requirements is available.

INCOME TAX CONSIDERATIONS

Canadian Federal Income Tax Considerations

General

In the opinion of Borden Ladner Gervais LLP, Canadian tax
counsel to Lumina, the following is a summary as of the date hereof of the
principal Canadian federal income tax considerations arising as a result of the
Arrangement generally applicable to Shareholders and Warrant Holders
(collectively, Securityholders) who, at all relevant times and for purposes of
the ITA hold Lumina Common Shares and Lumina Warrants as capital property and
deal at arms length with, and are not affiliated with, Lumina.

Lumina Common Shares and Lumina Warrants will generally be
considered to be held as capital property by a Securityholder provided that the
Securityholder does not hold the Lumina Common Shares or Lumina Warrants in the
course of carrying on a business and has not acquired them in one or more
transactions considered to be an adventure in the nature of trade. Certain
Shareholders resident in Canada whose Lumina Common Shares might not otherwise
be considered capital property may make an irrevocable election in accordance
with subsection 39(4) of

39

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the ITA to have the Lumina Common Shares and every Canadian
security (as defined in the ITA) owned by such Shareholder in the taxation year
of the election and in all subsequent taxation years deemed to be capital
property. A Shareholder who is not resident in Canada cannot elect under
subsection 39(4) of the ITA. Shareholders contemplating making such an
election should first consult their own tax advisors as such an election will
affect the income tax treatment for other Canadian securities held. The
consequences of the Arrangement to Securityholders whose Lumina Common Shares do
not constitute capital property will be significantly different than those
described below and such Securityholders should consult their own tax advisors
regarding this matter.

Lumina Common Shares held by financial institutions (as
defined for purposes of the mark-to-market rules in section 142.2 of the ITA),
including banks, trust companies, credit unions, insurance companies, registered
securities dealers and corporations controlled by one or more of the foregoing,
will generally not be held as capital property and will be subject to special
mark-to-market rules. This summary does not otherwise take into account the
mark-to-market rules and Securityholders that are financial institutions for
the purposes of these rules should consult their own tax advisors.

This summary is based upon the provisions of the ITA in force
on the date hereof and the regulations enacted pursuant thereto, all specific
proposals to amend the ITA and the regulations publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date hereof (the Tax
Proposals), and counsels understanding of the current published administrative
practices of the Canada Revenue Agency (the CRA). No assurances can be given
that the Tax Proposals will be enacted as proposed, if at all. This summary does
not otherwise take into account or anticipate any changes in law, whether by
legislative, governmental or judicial decision or actions, or changes in the
administrative practices of the CRA, nor does it take into account or consider
any provincial, territorial or foreign income tax considerations. Provincial and
territorial income tax legislation varies in Canada and in some cases differs
from federal income tax legislation.

This summary is of general nature only and is not exhaustive
of all possible Canadian federal income tax considerations. This summary is not
intended to be, nor should it be construed to be, legal or tax advice to any
Securityholder, and no representation with respect to the Canadian income tax
consequences to any such Securityholder is made. Accordingly, Securityholders
should consult their own tax advisors for advice with respect to their
particular circumstances.

Securityholders Resident in Canada

The following summary applies to a Securityholder who, at all
relevant times, for purposes of the ITA is or is deemed to be resident in Canada
(a Canadian Resident).

Exchange of Lumina Common Shares for New Lumina Common
Shares and Lumina Special Shares

Under the Arrangement, a Shareholder will receive one New
Lumina Common Share, one Lumina Series 1 Special Share, one Lumina Series 2
Special Share and one Lumina Series 3 Special Share in exchange for each of the
Shareholders Lumina Common Shares.

A Shareholder who receives New Lumina Common Shares and Lumina
Special Shares in exchange for Lumina Common Shares, will be deemed to have
disposed of such Shareholders Lumina Common Shares for proceeds of disposition
equal to the adjusted cost base of such shares at the time of the exchange.
Accordingly, neither a capital gain nor a capital loss will be realized on the
exchange.

The cost of the New Lumina Common Shares and Lumina Special
Shares received by a Shareholder will be equal, in aggregate, to the adjusted
cost base of the Lumina Common Shares exchanged by that Shareholder. If any part
of the purchase price of a Shareholders Lumina Common Shares was denominated in
United States currency, the cost of the New Lumina Common Shares and Lumina
Special Shares will be determined based on the United States-Canadian dollar
exchange rate on the date the Lumina Common Shares were purchased rather than
the exchange rate on the Effective Date.

Under the ITA, each of the Lumina Series 1 Special Shares,
Lumina Series 2 Special Shares and Lumina Series 3 Special Shares will be
treated as a separate class of shares. The aggregate adjusted cost base of the
New Lumina Common Shares and the Lumina Special Shares will be apportioned among
the New Lumina Common Shares,

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Lumina Series 1 Special Shares, Lumina Series 2 Special Shares
and Lumina Series 3 Special Shares based on the relative fair market value of
each class of shares. Following the Effective Date, Lumina will advise
Shareholders of an appropriate proportionate allocation.

If a Shareholder acquires New Lumina Common Shares after the
Effective Date at a time when the Shareholder owns other New Lumina Common
Shares, the cost of the newly acquired New Lumina Common Shares will be averaged
with the adjusted cost base of any other New Lumina Common Shares held by the
Shareholder at that time for the purpose of determining thereafter the adjusted
cost base of each New Lumina Common Share held by such Shareholder.

Exchange of Lumina Special Shares for Lumco, Norco and
Global Common Shares

Disposition of Lumina Special Shares

Under the Arrangement, each Shareholder will:

- transfer such Shareholders Lumina Series 1 Special Shares to Lumco in
  exchange for Lumco Common Shares;
- transfer such Shareholders Lumina Series 2 Special Shares to Norco in
  exchange for Norco Common Shares; and
- transfer such Shareholders Lumina Series 3 Special Shares to Global for
  Global Common Shares.

As a result of each exchange, a Shareholder will, unless such
Shareholder chooses to include any portion of the capital gain or capital loss
otherwise determined in respect of a disposition of Lumina Special Shares in
computing the Shareholders income for the taxation year in which the exchange
occurs, be deemed to have:

- disposed of Lumina Series 1 Special Shares for proceeds of disposition
  equal to the adjusted cost base of such shares immediately before the
  exchange, and to have acquired Lumco Common Shares at a cost equal to such
  proceeds of disposition;
- disposed of Lumina Series 2 Special Shares for proceeds of disposition
  equal to the adjusted cost base of such shares immediately before the
  exchange, and to have acquired Norco Common Shares at a cost equal to such
  proceeds of disposition; and
- disposed of Lumina Series 3 Special Shares for proceeds of disposition
  equal to the adjusted cost base of such shares immediately before the
  exchange, and to have acquired Global Common Shares at a cost equal to such
  proceeds of disposition.

If a Shareholder acquires Lumco Common Shares after the
Effective Date at a time when the Shareholder owns other Lumco Common Shares,
the cost of the newly acquired Lumco Common Shares will be averaged with the
adjusted cost base of any other Lumco Common Shares held by the Shareholder at
that time for the purpose of determining thereafter the adjusted cost base of
each Lumco Common Share held by such Shareholder. Similarly, the cost of any
Norco or Global Common Shares acquired after the Effective Date will be averaged
with the adjusted cost base of any other Norco or Global Common Shares, as the
case may be, held by the Shareholder at that time for the purpose of determining
thereafter the adjusted cost base of each Norco or Global Common Share, as the
case may be, held by the Shareholder.

Deferred Income Plans  Eligibility for Investment

The New Lumina Common Shares will be a qualified investment for
a registered retirement savings plan (an RRSP), a registered retirement income
fund (a RRIF), a registered education savings plan (an RESP) or a deferred
profit sharing plan (a DPSP) (collectively, a Deferred Income Plan) because
a class of shares of Lumina is listed on a prescribed stock exchange.

The Lumco and Norco Common Shares will also be qualified
investments for Deferred Income Plans because a condition of the Arrangement is
that the Lumco and Norco Common Shares must be listed on the TSX or Tiers 1 or 2
of the TSX-V immediately before the Effective Date.

The Global Common Shares will not be a qualified investment for
a Deferred Income Plan at the time the Global Common Shares are acquired by the
Deferred Income Plan under the Arrangement because the Global Common Shares will
not be listed on a prescribed stock exchange on or prior to the Effective Date.

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RRSPs and RRIFs  Acquisition of Global Common Shares

Where an RRSP or RRIF acquires Global Common Shares under the
Arrangement, the annuitant of the RRSP or RRIF, as the case may be, will be
required to include an amount in his or her income equal to the fair market
value of the Global Common Shares on the Effective Date. Lumina will provide an
annuitant of an RRSP or RRIF with Luminas view of the fair market value of the
Global Common Shares on the Effective Date, upon request. Luminas view of the
fair market value of the Global Common Shares will not be binding on the CRA.
RRSPs and RRIFs will also be subject to income taxes on any income earned by
the RRSP or RRIF and any capital gains realized by the RRSP or RRIF in respect
of the Global Common Shares.

If the RRSP or RRIF disposes of the Global Common Shares, the
annuitant of the RRSP or RRIF, as the case may be, will be entitled to a
deduction equal to the lesser of: (i) the amount included in income; and (ii)
the proceeds of disposition of the Global Common Shares.

DPSPs - Acquisition of Global Common Shares

Where a DPSP acquires Global Common Shares under the
Arrangement, the DPSP will be required to pay a tax equal to the fair market
value of the Global Common Shares on the Effective Date. Lumina will provide
DPSPs with Luminas view of the fair market value of the Global Common Shares
on the Effective Date, upon request. Luminas view of the fair market value of
the Global Common Shares will not be binding on the CRA.

If the DPSP disposes of the Global Common Shares, the DPSP will
be entitled to a refund of tax equal to the lesser of: (i) the amount of tax
paid as a consequence of acquiring the Global Common Shares; and (ii) the
proceeds of disposition of the Global Common Shares.

RESPs - Acquisition of Global Common Shares

While an RESP owns Global Common Shares that are not listed on
a prescribed stock exchange, the RESP will be subject to tax under Part XI.1 of
the ITA equal to 1% of the fair market value of the Global Common Shares on the
Effective Date for each month where at the end of the month, the Global Common
Shares are not a qualified investment for the RESP. Lumina will provide RESPs
with Luminas view of the fair market value of the Global Common Shares on the
Effective Date, upon request. Luminas view of the fair market value of the
Global Common Shares will not be binding on the CRA. In addition, the CRA may
revoke the registration of the RESP as a consequence of the RESP acquiring the
Global Common Shares. If the registration of the RESP were revoked, the RESP
would be treated as an inter vivos trust and would be subject to income taxes
under the ITA.

Holding and Disposing of New Lumina, Lumco, Norco and Global
Common Shares

Dividends

Dividends received or deemed to be received by a Shareholder on
New Lumina, Lumco, Norco or Global Common Shares will be required to be included
in computing the Shareholders income for the purposes of the ITA. Dividends or
deemed dividends received by a Shareholder who is an individual will be subject
to the gross-up and dividend tax credit rules generally applicable to taxable
dividends received by a Canadian Resident individual from taxable Canadian
corporations. A Shareholder that is a corporation will generally be entitled to
deduct the amount of such dividends in computing its taxable income. Certain
corporations will pay a 33-1/3% refundable tax under Part IV of the ITA on such
dividends.

Dispositions

A Shareholder who disposes of or is deemed to have disposed of
a New Lumina, Lumco, Norco or Global Common Share will realize a capital gain,
or incur a capital loss, as the case may be, equal to the amount by which the
proceeds of disposition in respect of the applicable common share exceeds or is
exceeded by the aggregate of the adjusted cost base of such common share,
respectively, and any reasonable expenses associated with the disposition.

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One-half of any capital gain (a taxable capital gain) must be
included in income and one-half of any capital loss may be used to offset
taxable capital gains incurred in the year, in any of the three prior years or
in any subsequent year in the circumstances and to the extent provided in the
ITA.

In the case of a Shareholder that is a corporation, the amount
of any capital loss otherwise determined resulting from the disposition or
deemed disposition of a New Lumina, Lumco, Norco or Global Common Share may be
reduced by the amount of dividends previously received or deemed to have been
received thereon in accordance with detailed rules contained in the ITA.
Analogous rules apply where a corporation is a member of a partnership or a
beneficiary of a trust that owns New Lumina, Lumco, Norco or Global Common
Shares, as the case may be, or where a partnership or trust, of which a
corporation is a member or beneficiary, itself is a member of a partnership or a
beneficiary of a trust that owns New Lumina, Lumco, Norco or Global Common
Shares, as the case may be. Shareholders to whom these rules may be relevant
should consult their own tax advisors.

Capital gains realized by an individual or trust, other than
certain specified trusts, may give rise to alternative minimum tax under the
ITA.

A Shareholder that is, throughout the relevant taxation year, a
Canadian-controlled private corporation (as defined in the ITA) may be liable
to pay an additional refundable tax of 6 2/3% on its aggregate investment
income for the year, which is defined to include an amount in respect of
taxable capital gains.

Dissenting Shareholders

A dissenting Shareholder who receives a payment from Lumina
equal to the fair market value of such Shareholders Lumina Common Shares as a
result of the exercise of such Shareholders dissent rights will be deemed to
have received a taxable dividend equal to the amount by which the payment (other
than an amount in respect of interest, if any, awarded by a court) exceeds the
paid-up capital of such shares, except to the extent that, in the case of a
corporation, such deemed dividend is included in the proceeds of disposition of
the Lumina Common Shares pursuant to subsection 55(2) of the ITA.

Deemed dividends received by a dissenting Shareholder who
dissents from the Arrangement will be included in computing such dissenting
Shareholders income for purposes of the ITA. The gross-up and dividend tax
credit rules normally applicable to taxable dividends paid by taxable Canadian
corporations will apply to deemed dividends received by individuals. Subject to
the potential application of subsection 55(2) of the ITA, deemed dividends
received by a corporation will normally be deductible in computing taxable
income. Certain corporations may be liable to pay a 33 1/3 % refundable tax
under Part IV of the ITA on such deemed dividends.

Subsection 55(2) of the ITA provides that where a corporate
Shareholder is deemed to receive a dividend under the circumstances described
above, all or part of such deemed dividend may be treated as proceeds of
disposition of the Lumina Common Shares and not as a dividend, for the purposes
of computing a dissenting Shareholders capital gain on the disposition of such
shares. Dissenting Shareholders that are corporations should consult their own
tax advisors with respect to the potential application of these provisions.

A dissenting Shareholder will also be considered to have
disposed of such Shareholders Lumina Common Shares for proceeds of disposition
equal to the amount paid to such dissenting Shareholder less an amount in
respect of interest, if any, awarded by a court and the amount of any deemed
dividend not included in the proceeds of disposition of Lumina Common Shares
pursuant to subsection 55(2) of the ITA, thereby giving rise to a capital gain
or capital loss to the dissenting Shareholder calculated in accordance with the
provisions of the ITA. The general tax treatment of capital gains and losses is
discussed above under Securityholders Resident in Canada  Holding and
Disposing of New Lumina, Lumco, Norco and Global Common Shares.

Any interest awarded to a dissenting Shareholder by a court
will be included in the dissenting Shareholders income for purposes of the ITA.

Canadian Resident Warrant Holders

The Lumina Warrants current contractual agreements include
provisions that adjust the terms of the Lumina Warrants upon Lumina completing
certain transactions such as the Arrangement. As a result, after the Effective

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Date, a Lumina Warrant Holder who exercises a Lumina Warrant
will be entitled to one New Lumina Common Share, one Lumco Common Share, one
Norco Common Share and one Global Common Share.

Provided that the current contractual rights to a Warrant
Holder are not disposed of as a consequence of the Arrangement, a Warrant Holder
will not realize a gain or loss as a consequence of the Arrangement.

A Warrant Holder will not realize a gain or loss upon the
exercise of a Warrant. The Warrant Holders cost of New Lumina, Lumco, Norco and
Global Common Shares acquired by exercising Lumina Warrants will be equal to the
aggregate of the adjusted cost base of the Lumina Warrants plus the exercise
price paid for the New Lumina, Lumco, Norco and Global Common Shares. The
aggregate cost of the New Lumina, Lumco, Norco and Global Common Shares acquired
on the exercise of Lumina Warrants will be allocated among the New Lumina,
Lumco, Norco and Global Common Shares acquired on the exercise of the Lumina
Warrant. The ITA does not define an appropriate allocation method. Warrant
Holders should consult their tax advisors as to an appropriate allocation
method. The cost of the New Lumina, Lumco, Norco and Global Common Shares
acquired on the exercise of Lumina Warrants will be averaged with the adjusted
cost base of any other New Lumina, Lumco, Norco or Global Common Shares,
respectively, owned by the Warrant Holder at that time.

In the event an expiry of an unexercised Lumina Warrant, the
Warrant Holder will realize a capital loss equal to the adjusted cost base of
the Lumina Warrant to the Warrant Holder.

Securityholders Not Resident in Canada

The following portion of the summary applies to a
Securityholder who, for purposes of the ITA has not been and will not be
resident or deemed to be resident in Canada (a Non-Resident) at any time while
such Securityholder has held Lumina Common Shares or Lumina Warrants and, except
as specifically discussed below, to whom such shares and warrants are not
taxable Canadian property (as defined in the ITA). In addition, this portion
of the summary does not apply to a Non-Resident that is an insurer carrying on
business in Canada and elsewhere.

Generally, Lumina Common Shares will not be taxable Canadian
property at a particular time provided that such shares are listed on a
prescribed stock exchange (which exchanges currently include the TSX and the
AMEX), the Non-Resident Shareholder does not use or hold, and is not deemed to
use or hold, the Lumina Common Shares in connection with carrying on a business
in Canada and the Non-Resident Shareholder, persons with whom such NonResident
Shareholder does not deal at arms length, or the Shareholder together with such
persons, has not owned 25% or more of the issued shares of any class or series
of the capital stock of Lumina at any time within five years preceding the
particular time. Generally, Lumina Warrants will be not be taxable Canadian
property provided that such Warrant Holder does not and has not owned Lumina
Common Shares which are or were taxable Canadian property to the Warrant Holder.

A Non-Resident Securityholder whose Lumina Common Shares or
Lumina Warrants are taxable Canadian property should consult their own advisors.

Disposition of Lumina Common Shares under the
Arrangement

Generally, a Non-Resident Shareholder will not be subject to
income tax under the ITA as a consequence of the Arrangement.

Provided that the Lumina Common Shares and the Lumina Special
Shares are listed on a prescribed stock exchange (including the TSX and AMEX) at
the time of disposition, no clearance certificate will be required under section
116 of the ITA prior to the disposition of any such shares.

If the Lumina Common Shares were taxable Canadian property to a
Non-Resident Shareholder, then the New Lumina Common Shares, Lumco, Norco, and
Global Common Shares will also be taxable Canadian property. Provided that the
Lumina Special Shares are listed on a prescribed stock exchange on or before the
time that they are exchanged for Lumco, Norco and Global Common Shares, the
exchange of Lumina Special Shares for the Lumco, Norco and Global Common Shares
will not result in the Lumco, Norco and Global Common Shares being deemed to be
taxable Canadian property as defined in the ITA.

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Holding or Disposing of New Lumina, Lumco, Norco and Global
Common Shares

Dividends

Dividends on New Lumina, Lumco, Norco and Global Common Shares
that are paid or credited or deemed to be paid or credited to a Non-Resident
will be subject to Canadian withholding tax at the rate of 25% of the gross
amount of such dividends. This rate may be reduced under an applicable tax
treaty or convention. In the case of a beneficial owner of dividends who is a
resident of the U.S. for the purposes of the Canada-United States Income Tax
Convention, as amended (the Tax Treaty), the rate of Canadian withholding tax
generally will be reduced to 15% of the gross amount of such dividends. In
addition, under the Tax Treaty, dividends paid or credited or deemed to be paid
or credited to certain Non-Resident Shareholders that are U.S. tax exempt
organizations generally will not be subject to Canadian withholding tax.

Dispositions

A Non-Resident Shareholder will not be subject to tax under the
ITA in respect of any capital gain realized by such Non-Resident Shareholder on
a disposition of New Lumina, Lumco, Norco or Global Common Shares after the
Arrangement, unless at the time of disposition the particular shares are
taxable Canadian property (as defined in the ITA) to the Non-Resident
Shareholder and the Shareholder is not entitled to relief under an applicable
income tax treaty or convention. Provided that the New Lumina, Lumco, Norco or
Global Common Shares are then listed on a prescribed stock exchange (including
the TSX, AMEX and Tiers 1 and 2 of the TSX-V), the New Lumina, Lumco, Norco and
Global Common Shares generally will not constitute taxable Canadian property of
a NonResident Shareholder, unless the Lumina Common Shares or the Lumina Special
Shares were taxable Canadian property to the Shareholder immediately prior to
the Arrangement or unless at any time during the 60-month period immediately
preceding the disposition, the Non-Resident Shareholder, persons with whom the
Non-Resident Shareholder did not deal at arms length, or the Non-Resident
Shareholder together with all such persons, owned or was considered to own 25%
or more of the issued shares of any class or series of shares of the capital
stock of New Lumina, Lumco, Norco or Global, as the case may be. The Global
Common Shares will be considered taxable Canadian property until such time as
they are listed on a prescribed stock exchange (which includes the TSX and Tiers
1 and 2 of the TSX-V).

If the New Lumina, Lumco, Norco or Global Common Shares are
taxable Canadian property to a Non-Resident Shareholder that is a resident of
the U.S. for the purposes of the Tax Treaty at the time of disposition, any
capital gain realized on the disposition or deemed disposition of such common
shares will, according to the Tax Treaty, generally not be subject to Canadian
federal income tax unless the value of the shares of the Company at the time of
the disposition of such common shares is derived principally from real property
situated in Canada within the meaning set out in the Tax Treaty.

Provided that the New Lumina, Lumco, Norco and Global Common
Shares are listed on a prescribed stock exchange (including the TSX, AMEX and
Tiers 1 and 2 of the TSX-V) at the time of disposition, no clearance certificate
will be required under section 116 of the ITA prior to the disposition of any
such shares. A clearance certificate will be required in respect of dispositions
of Global Common Shares if the disposition occurs at a time that the Global
Common Shares are not listed on a prescribed stock exchange.

Dissenting Non-Resident Shareholders

A Non-Resident Shareholder who exercises dissent rights and
receives a payment from Lumina for its Lumina Common Shares as a result of the
exercise of such Shareholders dissent rights will be deemed to have received a
taxable dividend equal to the amount by which the payment (other than an amount,
if any, in respect of interest awarded by a court) exceeds the paid-up capital
of such shares.

A dissenting Non-Resident Shareholder will also be considered
to have disposed of its Lumina Common Shares for proceeds of disposition equal
to the amount paid to such dissenting Non-Resident Shareholder less an amount in
respect of interest, if any, awarded by the Court and the amount of any deemed
dividend, except that no capital gain or loss will be realized on the
disposition of such Shareholders Lumina Common Shares for purposes of the ITA
provided such Lumina Common Shares are not taxable Canadian property to such
Shareholder at the time of disposition.

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Dissenting Non-Resident Shareholders will be subject to
withholding tax under the ITA in respect of deemed dividends and interest
arising from the disposition of such Shareholders Lumina Common Shares. The
applicable withholding tax rate is 25% in respect of such amounts, although such
rate may be reduced under the provisions of an applicable income tax treaty.
Under the Tax Treaty, the withholding tax rate generally applicable to interest
beneficially owned by residents of the U.S. is 10% and, as discussed above, the
withholding tax rate generally applicable to dividends beneficially owned by
residents of the U.S. is 15%.

Non-Resident Warrant Holders

A Non-Resident Warrant Holder whose Lumina Warrants are not
considered taxable Canadian property will not be subject to Canadian income tax
in respect of the Arrangement. A description of the tax consequences of
exercising Lumina Warrants is discussed above under Securityholders Resident in
Canada  Canadian Resident Warrant Holders.

United States Federal Income Tax Considerations

General

This section summarizes the material anticipated United States
federal income tax consequences of the Arrangement to persons (U.S.
Shareholders) who:

|(1) | for purposes of the U.S. Internal Revenue Code of 1986
      (the Code), are U.S. persons and, for purposes of the ITA and the
      Canada-United States Income Tax Convention, are citizens or residents of
      the United States and not resident in Canada; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                        
|(2) | hold Lumina Common Shares as capital assets for purposes
      of the Code.                                                                                                                                                                                            

The tax consequences of the Arrangement to persons who are not
U.S. Shareholders may differ materially from the tax consequences discussed in
this section.

This discussion is based upon the current provisions of:

|(1) | the Code and Treasury Regulations under the
  Code;                                   
|--- | --------------------------------------------------------------------------------------
|(2) | the Canada-United States Income Tax Convention;                                       
|(3) | the administrative policies published by the U.S.
      Internal Revenue Services; and
|(4) | judicial decisions,                                                                   

all of which are subject to change either prospectively or
retroactively. We do not take into account the tax laws of the various state and
local jurisdictions of the U.S. or foreign jurisdictions.

This discussion is intended to be a description of the
material U.S. federal income tax considerations relating to the Arrangement.
This discussion does not address all possible federal, state, local or foreign
tax consequences relating to the Arrangement or ownership of Lumina Common
Shares. The discussion specifically does not address consequences peculiar to a
U.S. Shareholder if the U.S. Shareholder is subject to special provisions of
U.S. income tax law (including, without limitation, dealers in securities or
foreign currency, tax-exempt entities, banks, insurance companies or other
financial institutions, persons that hold Lumina Common Shares as part of a
"straddle," "hedge" or "conversion transaction," real estate investment trusts,
regulated investment companies and persons that have a "functional currency"
other than the U.S. dollar, tax-exempt organizations, qualified retirement
plans, individual retirement accounts and other tax-deferred accounts and
persons that own Lumina Common Shares through partnerships or other pass-through
entities). Lumina has neither requested nor will it receive an advance ruling
from the U.S. Internal Revenue Service (IRS) as to the tax consequences of the
Arrangement. IN VIEW OF THE INDIVIDUAL NATURE OF EACH SHAREHOLDERS TAX
SITUATION AND THE SUMMARY NATURE OF THIS DISCUSSION, THE U.S. SHAREHOLDERS OF
LUMINA ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO
THEM OF THE ARRANGEMENT.

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This discussion is based upon certain understandings and
assumptions with respect to the business, assets and shareholders of Lumina and
its subsidiaries, including the following: Lumina and its subsidiaries are not,
have not at any time been and will not be (a) controlled foreign corporations
as defined in Section 957(a) of the Code, (b) foreign investment companies as
defined in Section 1246(b) of the Code, or (c) foreign personal holding
companies as defined in Section 552 of the Code. Additionally, this discussion
assumes that Lumina and its subsidiaries are passive foreign investment
companies (PFICs) as defined in Section 1297 of the Code. In the event that
one or more of such understandings or assumptions proves to be inaccurate, the
following discussion may not apply and material adverse U.S. federal income tax
consequences may result to U.S. Shareholders.

Summary

The Arrangement is likely to be characterized for U.S. federal
income tax purposes as:

- A reorganization of Minera Sans, 1327008, Lumina SAC and Vizcachitas, (the
  Subsidiaries Shares) under Lumina;
- A transfer of the Subsidiaries Shares from Lumina to Norco, Global and
  Lumco;
- A distribution of Norco, Global and Lumco Common Shares by Lumina to the
  U.S. Shareholders; and
- The exchange of the Lumina Common shares for the Lumina Series 1, 2 and 3
  Special Shares.

The U.S. Shareholders would likely be taxed under the PFIC
rules, as set out below, on their pro rata share of the fair market value of
Norco, Global and Lumco Common Shares received as a result of the Arrangement
and they may be taxed under the PFIC rules set out below on their pro rata share
of the fair market value of the New Lumina Common Shares and the Lumina Series
1, 2 and 3 Special Shares.

General Rules for Distributions

A U.S. Shareholder would generally include in income as a
dividend the fair market value of the property distributed to them to the extent
of the distributing companys current or accumulated earnings and profits as
computed under U.S. income tax principles. To the extent the fair market value
of the distributed property exceeds the distributing companys current or
accumulated earnings and profits, such excess will be treated first as a return
of capital up to a U.S. Shareholder's adjusted tax basis in the distributing
company shares, and then as gain from the sale or exchange of such shares.

However, these rules may be overridden by the PFIC rules
discussed below if the distributing company is a PFIC.

Passive Foreign Investment Company Rules

Section 1297 of the Code defines a PFIC as a corporation that
is not formed in the U.S. and, for any taxable year, either (a) 75% or more of
its gross income is passive income or (b) the average percentage, by fair
market value of its assets that produce or are held for the production of
passive income, is 50% or more. Passive income includes, for example,
dividends, interest, certain rents and royalties, certain gains from the sale of
stock and securities, and certain gains from commodities transactions. However,
gains resulting from commodities transactions are generally excluded from the
definition of passive income if substantially all of a merchants, producer's
or handlers business is as an active merchant, producer or handler of such
commodities.

For purposes of the PFIC income test and the assets test, if a
foreign corporation owns (directly or indirectly) at least 25% by value of the
stock of another corporation, such foreign corporation shall be treated as if it
(a) held a proportionate share of the assets of such other corporation, and (b)
received directly its proportionate share of the income of such other
corporation. Also, for purposes of such PFIC tests, passive income does not
include any interest, dividends, rents or royalties that are received or accrued
from a related person to the extent such amount is properly allocated to the
income of such related person which is not passive income. For these purposes, a
person is related with respect to a foreign corporation if such person
controls the foreign corporation or is controlled by the foreign corporation
or by the same persons that control the foreign corporation. For these purposes,
control means ownership, directly or indirectly, of stock possessing more than
50% of the total voting power of all classes of stock entitled to vote or of the
total value of stock of a corporation.

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Whether Lumina and its subsidiaries are PFICs in any year and
the tax consequences relating to PFIC status will depend on the composition of
income and assets, including cash. A determination of the PFIC status of Lumina
and its subsidiaries has not been taken. However, because Lumina and its
subsidiaries have nominal operating revenue, it is likely that Lumina and its
subsidiaries are PFICs.

Distributions from a PFIC received by a U.S. Shareholder in any
taxable year that are greater than 125% of the average annual distributions
received by such U.S. Shareholder in the three preceding taxable years (or the
U.S. Shareholders holding period for the shares, if shorter) constitute excess
distributions under the PFIC rules. In contrast to the general rules for
dividend distributions noted above, the amount of a distribution that may be
considered an excess distribution is not limited by the PFIC's earnings and
profits. As well, any gain from the disposition of stock in a PFIC will
constitute an excess distribution, and not a capital gain.

Distributions which constitute excess distributions from a
PFIC are subject to the following special rules: (1) the excess distributions
would be allocated rateably over a U.S. Shareholders holding period for the
shares, (2) the amount allocated to the current taxable year and any taxable
year prior to the first taxable year in which Lumina or any of its subsidiaries
is a PFIC would be treated as ordinary income in the current taxable year, and
(3) the amount allocated to each of the other taxable years would be subject to
the highest rate of tax on ordinary income in effect for that year and to an
interest charge based on the value of the tax deferred during the period during
which the shares are owned.

Where a U.S. Shareholder owns stock in a PFIC indirectly
through another entity, any disposition of the lower tier PFIC stock by the
entity directly owning the PFIC stock (the direct PFIC shareholder) is
generally treated as a disposition to the U.S. Shareholder (an indirect
disposition). In addition, any distribution by the lower tier PFIC to the
direct PFIC shareholder is generally treated as a distribution to the U.S.
Shareholder (an indirect distribution). To the extent that an actual
distribution to the U.S Shareholder or an actual disposition of PFIC stock by
the U.S. Shareholder consists of amounts previously taxed as gains on indirect
distributions or dispositions, such amount generally should not be subject to
additional U.S. tax.

Any distribution from a PFIC that is not an excess distribution
is subject to the general rules of the Code. Pursuant to Section 1291(b)(2)(B)
of the Code, the distribution will not be considered to be an excess
distribution in the taxation year that the U.S. Shareholder's holding period in
the PFIC stock begins.

U.S. Shareholders can avoid the adverse tax consequences of
PFIC status discussed above by making an election to treat the PFIC as a
Qualified Electing Fund (QEF). A valid election would generally include
certain financial information with respect to the PFIC. In certain cases a
separate election to recognize any gain in the shares will have to be made as
well as the QEF election. If QEF status is elected, the U.S. Shareholder must,
under the general rule, include in taxable income each year their pro rata share
of the PFICs ordinary earnings and net capital gains. The U.S. Shareholder may,
however, defer payment of these taxes until they receive a distribution from the
PFIC. In this case, the U.S. Shareholder will be required to pay interest on the
tax liability to take into account the benefit of the deferral.

Alternatively, U.S. Shareholders who actually or constructively
own marketable stock i.e stock trading on an recognized exchange, in a PFIC
may make an election under Section 1296 of the Code to mark those shares to
market annually, rather than being subject to the excess distribution rules
described above. Amounts included in or deducted from income under this
mark-to-market election and actual gains and losses realized upon disposition,
subject to specific limitations, should be treated as ordinary income or losses.
While Lumina can give no assurances it is anticipated that the New Lumina
Shares, the Norco Common Shares and the Lumco Common Shares will be marketable
securities on the Effective Date. While Lumina can give no assurances it is
anticipated that the Global Common Shares will become marketable shares after
the Effective Date.

The U.S. Shareholders are urged to contact their own tax
advisors regarding the availability and advisability of these elections.

The PFIC rules are extremely complex and subject to
interpretation. The implementation of certain aspects of the PFIC rules requires
the issuance of Treasury Regulations which in many instances have not been
promulgated and which may be promulgated and which may have retroactive effect.
There can be no assurance that any of these proposals will be enacted or
promulgated, and if so, the form they will take or the effect that they may have
on this

48

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discussion. Accordingly, and due to the complexity of the
PFIC rules, U.S. Shareholders are strongly urged to consult their own tax
advisors concerning the impact of these rules on their investment in the Lumina
shares.

The Distribution of Norco, Global and Lumco Common shares
to Shareholders of Lumina

As a result of the distribution of Norco, Global and Lumco
Common Shares to U.S. Shareholders of Lumina and given that the Norco, Global
and Lumco Common Shares are likely PFIC shares, the U.S. Shareholders would
likely be treated as having indirectly disposed of the Norco, Global and Lumco
Common Shares under Section 1.1291 -3(e)(2)(i) of the Proposed Treasury
Regulations. The U.S. Shareholders generally would be subject to U.S. tax on the
indirect disposition and any gain would be taxed in its entirety as an excess
distribution as discussed above. However, to the extent that the amount of any
gain has previously been taxed under the PFIC rules, such amounts should not be
subject to additional U.S. tax.

The distribution of the Norco, Global and Lumco Common Shares
to U.S. Shareholders of Lumina would ordinarily subject the U.S. Shareholders to
U.S. tax under the general rules for distributions discussed above on their
pro-rata share of the fair market value of Norco, Global and Lumco Common Shares
received. However, given that Lumina is likely a PFIC, this distribution, or a
portion thereof, may be treated as an excess distribution under the PFIC
rules. To the extent that the amount of the distribution has previously been
taxed under the PFIC rules, such amount should not be subject to additional U.S.
tax.

The adjusted tax basis of the Norco, Global and Lumco Common
Shares distributed to the U.S. Shareholders will be equal to the fair market
value of such shares, and the holding period for such shares will commence on
the date of distribution.

RIGHTS OF DISSENT

The BCBCA does not contain a provision requiring Lumina to
purchase Lumina Common Shares from Shareholders who dissent from the
Arrangement. However, pursuant to the terms of the Interim Order and the Plan of
Arrangement, Lumina has granted the Shareholders who object to the Special
Resolution the right to dissent (the Dissent Right) in respect of the
Arrangement. The Dissent Right is granted in Article 6 of the Plan of
Arrangement and is summarized below. The terms of such Dissent Right are similar
to the dissenting shareholder provisions of the BCBCA. The following is a
summary only and Shareholders are referred to Article 6 of the Plan of
Arrangement for the complete Dissent Rights.

A Shareholder who wishes to exercise his or her Dissent Right
(a Dissenting Shareholder) must give written notice of his or her dissent (a
Notice of Dissent) to Lumina by depositing such Notice of Dissent with Lumina,
or mailing it to Lumina by registered mail, at its head office at Suite 1550,
625 Howe Street, Vancouver, British Columbia V6C 2T6, marked to the attention of
the President, not later than two days before the Meeting. A Shareholder who
wishes to dissent must prepare a separate notice of dissent for (i) the
Shareholder, if the Shareholder is dissenting on its own behalf and (ii) each
person who beneficially owns shares in the Shareholder's name and on whose
behalf the Shareholder is dissenting. To be valid, a Notice of Dissent must:

|(a) | identify in each Notice of Dissent the person on whose
      behalf dissent is being exercised;                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                   
|(b) | set out the number of Lumina Common Shares in respect of
      which the Shareholder is exercising the Dissent Right (the Notice
      Shares), which number cannot be less than all of the Lumina Common Shares
      held by the beneficial holder on whose behalf the Dissent Right is being
      exercised;
|    |                                                                                                                                                                                                                                                                                                                   
|(c) | if the Notice Shares constitute all of the shares of
      which the Dissenting Shareholder is both the registered owner and
      beneficial owner and the Dissenting Shareholder owns no other Lumina
      Common Shares as beneficial owner, a statement to that effect;                                      
|    |                                                                                                                                                                                                                                                                                                                   
|(d) | if the Notice Shares constitute all of the shares of
      which the Dissenting Shareholder is both the registered and beneficial
      owner but the Dissenting Shareholder owns other Lumina Common Shares as
      beneficial owner, a statement to that effect, and                                           
|    |                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                                             

49

---

|(e) | if dissent is being exercised by the Dissenting
      Shareholder on behalf of a beneficial owner who is not the Dissenting
      Shareholder, a statement to that effect, and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                               
|    | (i)                                                                                                                                                                           
|    | (ii)                                                                                                                                                                          

The giving of a Notice of Dissent does not deprive a Dissenting
Shareholder of his or her right to vote at the Meeting on the Special
Resolution. A vote against the Special Resolution or the execution or exercise
of a proxy does not constitute a Notice of Dissent. A Shareholder is not
entitled to exercise a Dissent Right with respect to any Lumina Common Shares if
the Shareholder votes (or instructs or is deemed, by submission of any
incomplete proxy, to have instructed his or her proxyholder to vote) in favour
of the Arrangement Resolution. A Dissenting Shareholder, however, may vote as a
proxy for a Shareholder whose proxy required an affirmative vote, without
affecting his or her right to exercise the Dissent Right.

If Lumina intends to act on the authority of the Arrangement
Resolution, it must send a notice (the Notice to Proceed) to the Dissenting
Shareholder promptly after the later of:

|(a) | the date on which Lumina forms the intention to proceed,
      and
|--- | ------------------------------------------------------------------
|    |                                                                   
|(b) | the date on which Lumina forms the intention to
      proceed.    

If Lumina has acted on the Arrangement Resolution it must
promptly send a Notice to Proceed to the Dissenting Shareholder. The Notice to
Proceed must be dated not earlier than the date on which it is sent and state
that Lumina intends to act or has acted on the authority of the Arrangement
Resolution and advise the Dissenting Shareholder of the manner in which dissent
is to be completed.

On receiving a Notice to Proceed, the Dissenting Shareholder is
entitled to require Lumina to purchase all of the Lumina Common Shares in
respect of which the Notice of Dissent was given.

A Dissenting Shareholder who receives a Notice to Proceed is
bound to sell its Lumina Common Shares to Lumina and must send to Lumina within
one month after the date of the Notice to Proceed:

|(a) | a written statement that the Dissenting Shareholder
        requires Lumina to purchase all of the Notice Shares;                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                              
|(b) | the certificates representing the Notice Shares;
        and                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                              
|(c) | if dissent is being exercised by the Shareholder
        on behalf of a beneficial owner who is not the Dissenting Shareholder,
        a written statement signed by the beneficial owner setting out whether
        the beneficial owner is the beneficial owner of other shares of Lumina
        and if so, setting out:
|    |                                                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                                         
|    | (iii)                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                              
|    | whereupon Lumina is bound to purchase them in accordance
      with the Notice of Dissent.                                                                                                                                                                                                                                   

Lumina and the Dissenting Shareholder may agree on the amount
  of the payout value of the Notice Shares and in that event, Lumina must either
  promptly pay that amount to the Dissenting Shareholder or send a notice to the
  Dissenting Shareholder that Lumina is unable lawfully to pay Dissenting Shareholders
  for their shares as Lumina is insolvent or if the payment would render Lumina
  insolvent.

If Lumina and the Dissenting Shareholder do not agree on the
amount of the payout value of the Notice Shares, the Dissenting Shareholder or
Lumina may apply to the court and the court may:

|(a) | determine the payout value of the Notice Shares or order
      that the payout value of the Notice Shares be established by arbitration
      or by reference to the registrar or a referee of the court;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(b) | join in the application each Dissenting Shareholder who
      has not agreed with Lumina on the amount of the payout value of the Notice
      Shares; and                                               

50

---

|(c) | make consequential orders and give directions it
      considers appropriate.
|--- | -----------------------------------------------------------------------------

Promptly after a determination of the payout value of the
Notice Shares has been made, Lumina must either pay that amount to the
Dissenting Shareholder or send a notice to the Dissenting Shareholder that
Lumina is unable lawfully to pay Dissenting Shareholders for their shares as
Lumina is insolvent or if the payment would render Lumina insolvent. If the
Dissenting Shareholder receives a notice that Lumina is unable to lawfully pay
Dissenting Shareholders for their shares the Dissenting Shareholder may within
30 days after receipt, withdraw his or her Notice of Dissent. If the Notice of
Dissent is not withdrawn the Dissenting Shareholder remains a claimant against
Lumina to be paid as soon as Lumina is lawfully able to do so or, in
liquidation, to be ranked subordinate to the rights of creditors of Lumina but
in priority to its shareholders.

Any notice required to be given by Lumina or a Dissenting
Shareholder to the other in connection with the exercise of the Dissent Right
will be deemed to have been given and received, if delivered, on the day of
delivery, or, if mailed, on the earlier of the date of receipt and the second
business day after the day of mailing, or, if sent by telecopier or other
similar form of transmission, the first business day after the date of
transmittal.

A Shareholder who:

|(a) | properly exercises the Dissent Right by strictly
      complying with all of the procedures ("Dissent Procedures") required to be
      complied with by a Dissenting Shareholder, will
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                   
|    | (iii)                                                                                                                                                                                  
|    |                                                                                                                                                                                        
|(b) | seeks to exercise the Dissent Right, but                                                                                                                                               
|    |                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                   

will be deemed to have participated in
the Arrangement on the same basis as each non-dissenting Shareholder and will
receive his or her pro rata portion of the Norco, Global and Lumco Common Shares
based upon the number of Lumina Common Shares of which such Dissenting
Shareholder is the registered holder. Lumina may in its sole discretion, waive
any non-compliance by a Shareholder with any of the provisions of Article 6 of
the Plan of Arrangement in order to give effect to a Shareholders Dissent
Rights.

Except as described above a Dissenting Shareholder may not
withdraw a Notice of Dissent without the consent of Lumina. A Dissenting
Shareholder may, with the written consent of Lumina, at any time prior to the
payment to the Dissenting Shareholder of the full amount of money to which the
Dissenting Shareholder is entitled under Article 6 of the Plan of Arrangement,
abandon such Dissenting Shareholders dissent to the Arrangement by giving
written notice to Lumina, withdrawing the Notice of Dissent, by depositing such
notice with Lumina, or mailing it to Lumina by registered mail, at its head
office at Suite 1550, 625 Howe Street, Vancouver, British Columbia V6C 2T6,
marked to the attention of the President, and will then be deemed to have
participated in the Arrangement on the same basis as each non-dissenting Lumina
Shareholder and will receive such number of Norco, Global and Lumco Common
Shares, to which he or she is entitled.

If a Shareholder exercises the Dissent Right, Lumina shall on
the Effective Date set aside and not distribute that portion of the Norco,
Global and Lumco Common Shares which is attributable to the Lumina Common Shares
for which Dissent Rights have been exercised. If a Lumina Shareholder exercises
the Dissent Right, but does not properly comply with the Dissent Procedures as
set out above, or subsequent to giving his or her Notice of Dissent, acts
inconsistently with such dissent, then Lumina shall distribute to such
Shareholders his or her pro rata portion of the Norco, Global and Lumco Common
Shares. If a Shareholder duly complies with the Dissent Procedures, then Lumina
shall retain the portion of the Norco, Global and Lumco Common Shares
attributable to such Shareholder

51

---

(the Non-Distributed Norco, Global and Lumco Common Shares),
and the Non-Distributed Norco, Global and Lumco Common Shares will be dealt with
as determined by the Board of Directors of Lumina in its discretion.

Shareholders should consult their legal advisors with
respect to the legal rights available to them in relation to the Arrangement and
the Dissent Rights.

OTHER MATTERS

Management knows of no other matters to come before the Meeting
other than those referred to in the Notice of Meeting. Should any other matters
properly come before the Meeting, the Shares represented by the Proxy solicited
hereby will be voted on such matters in accordance with the best judgment of the
persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to Lumina is available under
Luminas profile on the SEDAR website at www.sedar.com. Financial information relating to Lumina
is provided in Luminas comparative financial statements and management
discussion and analysis (MD&A) for the fiscal year ended December 31,
2004. Shareholders may contact Lumina to request copies of the financial
statements and MD&A by: (i) mail to Suite 1550  625 Howe Street, Vancouver,
BC, V6C 2T6; or (ii) fax to (604) 687-7041.

CONSENTS

Lumina has obtained consents from the following parties to the
inclusion of certain information in this Management Proxy Circular and such
consents have not been withdrawn prior to the filing of this Management Proxy
Circular with the required regulatory authorities:

- Regalito Property: The Regalito Report was prepared by Tedd Eggleston,
  Ph.D., P.Geo., Associate Geologist for AMEC (Peru) S.A. Robert Sim, P. Geo.,
  Independent Geologist; Robert Cinits, P. Geo., Principal Geologist for AMEC
  (Peru) S.A, and Steve Blower, P. Geo., Senior Geologist for AMEC Energy &
  Mining Division, dated January 24, 2005.
- Galeno Property: The Galeno Report was prepared by Diane Nicolson, Ph.D.,
  MAIG of AMEC (Peru) S.A., dated May 30, 2003.
- Hushamu Property: The Hushamu Report was prepared by H.G. Giroux PEng.
  MASc. dated December 31, 2002.
- Relincho Property: The Relincho Report was prepared by Robert Cinits,
  P.Geo., and Denis Boivin, P.Geo., both principal geologists for AMEC (Peru)
  S.A. dated December 10, 2003.

APPROVAL

The content and sending of this Management Proxy Circular has
been approved by Luminas board of directors. The foregoing contains no untrue
statement of a material fact and does not omit to state a material fact that is
required to be stated or that is necessary to make a statement not misleading in
light of the circumstances in which it was made.

DATED at Vancouver, British Columbia, the 1st day of
April, 2005.

BY ORDER OF THE BOARD

Anthony FloydPresident and Chief
Executive Officer

52

---

AUDITORS CONSENT

LUMINA COPPER CORP.

We have read the Management Proxy Circular of Lumina Copper
Corp. (Lumina) dated April 1, 2005 relating to the reorganization of Lumina.
We have complied with Canadian generally accepted standards for an auditor's
involvement with offering documents.

We consent to the use in the above-mentioned circular of our
audit report to the directors of Lumina on the balance sheets of Lumina as at
December 31, 2004 and December 31, 2003 and the statements of loss and deficit
and cash flows for the years ended December 31, 2004, 2003 and 2002. Our report
is dated February 24, 2005, except as to Note 17(a) which is as at April 1,
2005.

We also consent to the use in the above mentioned Circular of
our compilation report dated April 1, 2005 to the shareholders of Lumina on the
pro-forma consolidated balance sheet as at December 31, 2004.

|Vancouver, B.C. | (Signed) Grant Thornton, LLP
|--------------- | ----------------------------
|April 1, 2005   | Chartered Accountants       

---

INDEX TO SCHEDULES

|           |                                                                                                                                                                   | Page
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                                                   |     
|Schedule A | Financial Statements                                                                                                                                              | A-1 
|           |                                                                                                                                                                   |     
|           |  Audited Consolidated Financial Statements of
      Lumina for the financial years ended December 31, 2004, 2003 and 2002 and
      the auditors report thereon |     
|           |                                                                                                                                                                   |     
|           |  Management Discussion and Analysis for the
      fiscal year ended December 31, 2004                                                                            |     
|           |                                                                                                                                                                   |     
|           |  Pro-forma Consolidated Balance Sheets of
      Lumina, Norco, Global and Lumco as at December 31, 2004                                                          |     
|           |                                                                                                                                                                   |     
|Schedule B | Interim Order                                                                                                                                                     | B-1 
|Schedule C | Notice of Hearing of
      Petition for Final Order                                                                                                               | C-1 
|Schedule D | Norco Stock Option Plan
      Resolution                                                                                                                          | D-1 
|Schedule E | Global Stock Option Plan
      Resolution                                                                                                                         | E-1 
|Schedule F | Lumco Stock Option Plan
      Resolution                                                                                                                          | F-1 
|Schedule G | Arrangement Agreement                                                                                                                                             | G-1 
|Schedule H | Arrangement Resolution                                                                                                                                            | H-1 
|Schedule I | Information Concerning
      Lumina after the Arrangement                                                                                                         | I-1 
|Schedule J | Information Concerning
      Norco after the Arrangement                                                                                                          | J-1 
|Schedule K | Information Concerning
      Global after the Arrangement                                                                                                         | K-1 
|Schedule L | Information Concerning
      Lumco after the Arrangement                                                                                                          | L-1 
|Schedule M | Risk Factors                                                                                                                                                      | M-1 
|Schedule N | Compliance with TSX
      Guidelines                                                                                                                              | N-1 
|Schedule O | New Lumina Plan                                                                                                                                                   | O-1 

---

SCHEDULE A 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

FINANCIAL STATEMENTS

- Audited Consolidated Financial Statements of Lumina for the financial years
      ended December 31, 2004, 2003 and 2002 and the auditors report thereon
- Management Discussion and Analysis for the fiscal year ended December 31,
      2004
- Unaudited Pro-forma Consolidated Balance Sheets of Lumina, Norco, Global
      and Lumco as at December 31, 2004

---



LUMINA COPPER CORP.

(An Exploration Stage Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003



---

|                             | 
|---------------------------- | 
|Grant Thornton LLP           | 
|Chartered Accountants        | 
|Management Consultants       | 
|Canadian Member of           | 
|Grant Thornton International | 

Report of Independent Auditors

To the Board of Directors of Lumina Copper Corp.

We have audited the consolidated balance sheets of Lumina Copper
  Corp. (An Exploration Stage Enterprise), as at December 31, 2004 and 2003 and
  the consolidated statements of operations and deficit, cash flows and consolidated
  statement of changes in shareholders equity for the years ended December
  31, 2004, 2003 and 2002, and for the cumulative period from inception (October
  3, 2001) to December 31, 2004. These financial statements are the responsibility
  of the Companys management. Our responsibility is to express an opinion
  on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in Canada and the Standards of the Public Company Accounting
  Oversight Board (PCAOB) (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of the Company as at December
  31, 2004 and 2003 and the results of its operations and its cash flows for the
  years ended December 31, 2004, 2003 and 2002 and for the cumulative period from
  inception (October 3, 2001) to December 31, 2004 in accordance with Canadian
  generally accepted accounting principles.

|                                            |                      
|------------------------------------------- | ---------------------
|Vancouver, Canada                           |                      
|February 24, 2005, except as to Note 17 (a) | Chartered Accountants
|which is at April 1, 2005                   |                      

Comment by Auditors for US Readers on Canada  US Reporting
  Differences

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  there is a change in accounting principles that has a material effect on the
  comparability of the Companys financial statements, such as the change
  described in note 16(a) to the financial statements. Our report to the shareholders
  dated February 24, 2005, is expressed in accordance with Canadian reporting
  standards which do not require a reference to such a change in accounting principles
  in the auditors report when the change is properly accounted for and adequately
  disclosed in the financial statements.

|                                            |                      
|------------------------------------------- | ---------------------
|Vancouver, Canada                           |                      
|February 24, 2005, except as to Note 17 (a) | Chartered Accountants
|which is at April 1, 2005                   |                      

P.O. Box 11177, Royal Centre 
  Suite 2800 - 1055 West Georgia Street 
  Vancouver, British Columbia 
  V6E 4N3 
  Tel:(604) 687-2711 
  Fax: (604) 685-6569

---

LUMINA COPPER CORP.(An Exploration Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

December 31, 2004 and 2003

|                                                 |   | 2004       |   |   | 2003       |  
|------------------------------------------------ | - | ---------- | - | - | ---------- | -
|ASSETS                                           |  
|CURRENT ASSETS                                   |   |            |   |   |            |  
|Cash and
      cash equivalents                  | $ | 1,092,038  |   | $ | 3,469,372  |  
|Cash, exploration funds (Note
      14)          |   | 2,135,000  |   |   | -          |  
|Receivables                                      |   | 17,449     |   |   | 51,966     |  
|Prepaid expenses                                 |   | 42,480     |   |   | 3,852      |  
|TOTAL CURRENT ASSETS                             |   | 3,286,967  |   |   | 3,525,190  |  
|EQUIPMENT (Note 4)                               |   | 58,697     |   |   | 38,812     |  
|MINERAL PROPERTIES (Note 5)                      |   | 17,324,715 |   |   | 5,598,592  |  
|TOTAL ASSETS                                     | $ | 20,670,379 |   | $ | 9,162,594  |  
|LIABILITIES                                      |  
|CURRENT LIABILITIES                              |   |            |   |   |            |  
|Accounts
      payable                           | $ | 321,633    |   | $ | 89,069     |  
|Accrued liabilities                              |   | 182,470    |   |   | 43,000     |  
|Property purchase obligations
      (Note 7)     |   | -          |   |   | 382,338    |  
|TOTAL LIABILITIES                                |   | 504,103    |   |   | 514,407    |  
|SHAREHOLDERS EQUITY                             |  
|SHARE CAPITAL (Note 8)                           |   | 24,476,047 |   |   | 11,742,794 |  
|CONTRIBUTED SURPLUS                              |   | 10,485     |   |   | 10,485     |  
|UNEXERCISED STOCK OPTIONS (Note 9)               |   | 925,583    |   |   | 436,097    |  
|WARRANTS (Note 10)                               |   | 1,343,473  |   |   | 1,072,220  |  
|DEFICIT                                          |   | (6,589,312 | ) |   | (4,613,409 | )
|TOTAL SHAREHOLDERS EQUITY                       |   | 20,166,276 |   |   | 8,648,187  |  
|TOTAL LIABILITIES
      AND SHAREHOLDERS EQUITY | $ | 20,670,379 |   | $ | 9,162,594  |  
|Subsequent events (Note 17)                      |   |            |   |   |            |  

APPROVED BY THE DIRECTORS

|Anthony Floyd | 
|--------------- | 
|Director        | 
|                | 
|Robert Pirooz | 
|Director        | 

See Accompanying Notes to the Consolidated Financial Statements

---

LUMINA COPPER CORP.(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

|                                           |   | For the        |   |   |              |   |   |              |   |   |              |  
|------------------------------------------ | - | -------------- | - | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                           |   | Cumulative     |   |   |              |   |   |              |   |   |              |  
|                                           |   | Period         |   |   |              |   |   |              |   |   |              |  
|                                           |   | from Inception |   |   | For the      |   |   |              |   |   |              |  
|                                           |   | (October 3,    |   |   |              |   |   | For the      |   |   | For the      |  
|                                           |   | 2001) to       |   |   | Year Ended   |   |   | Year Ended   |   |   | Year Ended   |  
|                                           |   | December 31,   |   |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                           |   | 2004           |   |   | 2004         |   |   | 2003         |   |   | 2002         |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|GENERAL AND ADMINISTRATIVE                 |   |                |   |   |              |   |   |              |   |   |              |  
|EXPENSES                                   |   |                |   |   |              |   |   |              |   |   |              |  
|Stock-based compensation
      (Note 8(e)) | $ | 4,585,084      |   | $ | 677,630      |   | $ | 582,387      |   | $ | 3,325,067    |  
|Investor relations and promotion           |   | 483,669        |   |   | 349,227      |   |   | 134,442      |   |   | -            |  
|Management and consulting
      services   |   | 339,666        |   |   | 190,167      |   |   | 149,499      |   |   | -            |  
|Audit and accounting                       |   | 311,150        |   |   | 166,322      |   |   | 124,828      |   |   | 20,000       |  
|Regulatory and transfer
      agent fees   |   | 256,893        |   |   | 183,850      |   |   | 67,393       |   |   | 5,650        |  
|Office and administration                  |   | 241,623        |   |   | 136,355      |   |   | 103,576      |   |   | 1,692        |  
|Legal                                      |   | 240,390        |   |   | 132,007      |   |   | 101,401      |   |   | 6,248        |  
|Corporate development                      |   | 126,057        |   |   | 107,313      |   |   | 18,744       |   |   | -            |  
|Amortization                               |   | 17,994         |   |   | 12,416       |   |   | 5,578        |   |   | -            |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|                                           |   | 6,602,526      |   |   | 1,955,287    |   |   | 1,287,848    |   |   | 3,358,657    |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|OTHER INCOME (EXPENSE)                     |   |                |   |   |              |   |   |              |   |   |              |  
|Interest income                            |   | 126,367        |   |   | 80,226       |   |   | 46,141       |   |   | -            |  
|Interest expense                           |   | (36,061        | ) |   | -            |   |   | (36,061      | ) |   |              |  
|Mineral property written-off (Note 5(k))   |   | (49,491        | ) |   | -            |   |   | (49,491      | ) |   | -            |  
|Property investigations                    |   | (50,726        | ) |   | (36,658      | ) |   | (14,068      | ) |   | -            |  
|Foreign exchange gain (loss)               |   | 23,125         |   |   | (64,184      | ) |   | 84,753       |   |   | 2,556        |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|                                           |   | 13,214         |   |   | (20,616      | ) |   | 31,274       |   |   | 2,556        |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|NET LOSS                                   |   | (6,589,312     | ) |   | (1,975,903   | ) |   | (1,256,574   | ) |   | (3,356,101   | )
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|DEFICIT, BEGINNING OF PERIOD               |   | -              |   |   | (4,613,409   | ) |   | (3,356,835   | ) |   | (734         | )
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|DEFICIT, END OF PERIOD                     | $ | (6,589,312     | ) | $ | (6,589,312   | ) | $ | (4,613,409   | ) | $ | (3,356,835   | )
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|BASIC AND DILUTED LOSS                     |   |                |   |   |              |   |   |              |   |   |              |  
|PER SHARE                                  |   |                |   | $ | (0.16        | ) | $ | (0.21        | ) | $ | (0.41        | )
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|                                           |   |                |   |   |              |   |   |              |   |   |              |  
|WEIGHTED AVERAGE NUMBER OF                 |   |                |   |   |              |   |   |              |   |   |              |  
|SHARES OUTSTANDING                         |   |                |   |   | 12,122,890   |   |   | 6,057,876    |   |   | 8,187,501    |  

See Accompanying Notes to the Consolidated Financial Statements

---

LUMINA COPPER CORP.(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                  |   | For the        |   |   |              |   |   |              |   |   |              |  
|------------------------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                  |   | Cumulative     |   |   |              |   |   |              |   |   |              |  
|                                                  |   | Period         |   |   |              |   |   |              |   |   |              |  
|                                                  |   | from Inception |   |   | For the      |   |   |              |   |   |              |  
|                                                  |   | (October 3,    |   |   |              |   |   | For the      |   |   | For the      |  
|                                                  |   | 2001) to       |   |   | Year Ended   |   |   | Year Ended   |   |   | Year Ended   |  
|                                                  |   | December 31,   |   |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                  |   | 2004           |   |   | 2004         |   |   | 2003         |   |   | 2002         |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|CASH PROVIDED FROM (USED IN):                     |   |                |   |   |              |   |   |              |   |   |              |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|OPERATING ACTIVITIES                              |   |                |   |   |              |   |   |              |   |   |              |  
|Loss for the period                               | $ | (6,589,312     | ) | $ | (1,975,903   | ) | $ | (1,256,574   | ) | $ | (3,356,101   | )
|Items not involving cash:                         |   |                |   |   |              |   |   |              |   |   |              |  
|Amortization                                      |   | 17,994         |   |   | 12,416       |   |   | 5,578        |   |   | -            |  
|Stock-based
      compensation                    |   | 4,585,084      |   |   | 677,630      |   |   | 582,387      |   |   | 3,325,067    |  
|Mineral property written-off                      |   | 49,491         |   |   | -            |   |   | 49,491       |   |   | -            |  
|Net changes in non-cash working
      capital     |   |                |   |   |              |   |   |              |   |   |              |  
|items:                                            |   |                |   |   |              |   |   |              |   |   |              |  
|Receivables                                       |   | 823            |   |   | 34,517       |   |   | (33,694      | ) |   | -            |  
|Prepaid expenses                                  |   | (42,480        | ) |   | (38,628      | ) |   | (3,852       | ) |   | -            |  
|Accounts
      payable                            |   | 106,453        |   |   | 22,214       |   |   | 84,239       |   |   | -            |  
|Accrued liabilities                               |   | 182,470        |   |   | 139,470      |   |   | 8,000        |   |   | 35,000       |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|                                                  |   | (1,689,477     | ) |   | (1,128,284   | ) |   | (564,425     | ) |   | 3,966        |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|FINANCING ACTIVITIES                              |   |                |   |   |              |   |   |              |   |   |              |  
|Due to related parties                            |   | -              |   |   | -            |   |   | (267,223     | ) |   | 266,490      |  
|Shares and warrants issued for cash,              |   |                |   |   |              |   |   |              |   |   |              |  
|net of issue
      costs                          |   | 17,393,649     |   |   | 11,996,109   |   |   | 2,952,138    |   |   | 2,445,401    |  
|Mineral property purchase obligations             |   | (584,798       | ) |   | (382,338     | ) |   | (202,460     | ) |   | -            |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|                                                  |   | 16,808,851     |   |   | 11,613,771   |   |   | 2,482,455    |   |   | 2,711,891    |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|INVESTING ACTIVITIES                              |   |                |   |   |              |   |   |              |   |   |              |  
|Cash acquired on acquisition
      of Lumina, net |   |                |   |   |              |   |   |              |   |   |              |  
|of acquisition costs (Note
      3)               |   | 349,338        |   |   | -            |   |   | 349,338      |   |   | -            |  
|Deferred acquisition costs                        |   | (9,000         | ) |   | -            |   |   | -            |   |   | (9,000       | )
|Purchase of equipment                             |   | (78,139        | ) |   | (33,749      | ) |   | (44,390      | ) |   | -            |  
|Expenditures on mineral properties                |   | (12,094,354    | ) |   | (10,694,072  | ) |   | (1,026,608   | ) |   | (373,674     | )
|Cash exploration funds (Note 14)                  |   | (2,135,000     | ) |   | (2,135,000   | ) |   | -            |   |   | -            |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|                                                  |   | (13,967,155    | ) |   | (12,862,821  | ) |   | (721,660     | ) |   | (382,674     | )
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|FOREIGN EXCHANGE                                  |   | (60,181        | ) |   | -            |   |   | (60,181      | ) |   | -            |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|INCREASE (DECREASE) IN CASH AND                   |   |                |   |   |              |   |   |              |   |   |              |  
|CASH EQUIVALENTS                                  |   | 1,092,038      |   |   | (2,377,334   | ) |   | 1,136,189    |   |   | 2,333,183    |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|CASH AND CASH EQUIVALENTS,                        |   |                |   |   |              |   |   |              |   |   |              |  
|BEGINNING OF PERIOD                               |   | -              |   |   | 3,469,372    |   |   | 2,333,183    |   |   | -            |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|CASH AND CASH EQUIVALENTS,                        |   |                |   |   |              |   |   |              |   |   |              |  
|END OF PERIOD                                     | $ | 1,092,038      |   | $ | 1,092,038    |   | $ | 3,469,372    |   | $ | 2,333,183    |  
|                                                  |   |                |   |   |              |   |   |              |   |   |              |  
|Supplemental cash flow information (Note 11)      |   |                |   |   |              |   |   |              |   |   |              |  

See Accompanying Notes to the Consolidated Financial Statements

---

LUMINA COPPER CORP.(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

|                                                      |               |  |   |            |   |   | Deficit           |   |   |                     |  
|----------------------------------------------------- | ------------- |  | - | ---------- | - | - | ----------------- | - | - | ------------------- | -
|                                                      |               |  |   |            |   |   | Accumulated       |   |   | Total               |  
|                                                      | Common Shares |  |   | during the |   |   | Shareholders     |  
|                                                      | Number        |  |   | Amount     |   |   | Exploration Stage |   |   | Equity (Deficiency) |  
|                                                      |               |  |   |            |   |   |                   |   |   |                     |  
|Common stock issued for cash at $1.00 per
      share | 1             |  | $ | 1          |   | $ | -                 |   | $ | 1                   |  
|Net loss for the period from inception to             |               |  |   |            |   |   |                   |   |   |                     |  
|December 31, 2001                                     | -             |  |   | -          |   |   | (734              | ) |   | (734                | )
|                                                      |               |  |   |            |   |   |                   |   |   |                     |  
|Balance, December 31, 2001                            | 1             |  |   | 1          |   |   | (734              | ) |   | (733                | )
|Common stock issued for cash and past services        |               |  |   |            |   |   |                   |   |   |                     |  
|at $0.75 per share                                    | 4,460,000     |  |   | 3,345,000  |   |   | -                 |   |   | 3,345,000           |  
|Common stock issued for cash and future services      |               |  |   |            |   |   |                   |   |   |                     |  
|valued at $0.75 per share                             | 600,000       |  |   | 6,000      |   |   | -                 |   |   | 6,000               |  
|Recognition of compensation expense on shares         |               |  |   |            |   |   |                   |   |   |                     |  
|issued by CRS in
      2002                           | -             |  |   | 24,667     |   |   | -                 |   |   | 24,667              |  
|Common stock issued for cash at $1.00 per share       | 2,415,000     |  |   | 2,415,000  |   |   | -                 |   |   | 2,415,000           |  
|Common stock issued as finders fee                   | 112,500       |  |   | -          |   |   | -                 |   |   | -                   |  
|Shares subscribed                                     | 600,000       |  |   | 600,000    |   |   | -                 |   |   | 600,000             |  
|Professional fees                                     | -             |  |   | (20,199    | ) |   | -                 |   |   | (20,199             | )
|Net loss for the
      year ended December 31, 2002   | -             |  |   | -          |   |   | (3,356,101        | ) |   | (3,356,101          | )
|                                                      |               |  |   |            |   |   |                   |   |   |                     |  
|Balance, December 31, 2002                            | 8,187,501     |  |   | 6,370,469  |   |   | (3,356,835        | ) |   | 3,013,634           |  
|                                                      |               |  |   |            |   |   |                   |   |   |                     |  
|Acquisition of 100% of the outstanding common         |               |  |   |            |   |   |                   |   |   |                     |  
|shares of CRS (Note 1)                                | -             |  |   | 333,780    |   |   | -                 |   |   | 333,780             |  
|Share capital of FTV at May 22, 2003 (Note 1)         | 768,700       |  |   | -          |   |   | -                 |   |   | -                   |  
|Common shares issued for cash at $1 per share         |               |  |   |            |   |   |                   |   |   |                     |  
|(net of issue costs)                                  | 500,000       |  |   | 470,575    |   |   | -                 |   |   | 470,575             |  
|Common shares issued on exercise of options           | 10,000        |  |   | 16,500     |   |   | -                 |   |   | 16,500              |  
|Fair value of options exercised                       | -             |  |   | 7,805      |   |   | -                 |   |   | 7,805               |  
|Common shares issued on exercise of warrants          | 1,223,375     |  |   | 1,865,063  |   |   | -                 |   |   | 1,865,063           |  
|Fair value of warrants exercised                      | -             |  |   | 104,602    |   |   | -                 |   |   | 104,602             |  
|Common shares issued for mineral property             |               |  |   |            |   |   |                   |   |   |                     |  
|payments                                              | 681,875       |  |   | 2,426,000  |   |   | -                 |   |   | 2,426,000           |  
|Recognition of compensation expense on shares         |               |  |   |            |   |   |                   |   |   |                     |  
|issued by CRS in 2002                                 | -             |  |   | 148,000    |   |   | -                 |   |   | 148,000             |  
|Employee options cancelled                            | -             |  |   | -          |   |   | -                 |   |   | 10,485              |  
|Stock based compensation on unexercised vested        |               |  |   |            |   |   |                   |   |   |                     |  
|options (Note 9)                                      | -             |  |   | -          |   |   | -                 |   |   | 436,097             |  
|Fair value of unexercised warrants (Note 10)          | -             |  |   | -          |   |   | -                 |   |   | 1,072,220           |  
|Net loss for the year ended December 31, 2003         |               |  |   |            |   |   | (1,256,574        | ) |   | (1,256,574          | )
|                                                      |               |  |   |            |   |   |                   |   |   |                     |  
|Balance, December 31, 2003                            | 11,371,451    |  |   | 11,742,794 |   |   | (4,613,409        | ) |   | 8,648,187           |  

See Accompanying Notes to the Consolidated Financial Statements

---

LUMINA COPPER CORP.(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
  (continued)

|                                               |  |               |  |   |            |  |   | Deficit             |   |   |                     |  
|---------------------------------------------- |  | ------------- |  | - | ---------- |  | - | ------------------- | - | - | ------------------- | -
|                                               |  |               |  |   |            |  |   | Accumulated         |   |   |                     |  
|                                               |  | Common Shares |  |   | during the |  |   | Total Shareholders |  
|                                               |  | Number        |  |   | Amount     |  |   | Exploration Stage   |   |   | Equity (Deficiency) |  
|                                               |  |               |  |   |            |  |   |                     |   |   |                     |  
|Common shares issued for cash pursuant to      |  |               |  |   |            |  |   |                     |   |   |                     |  
|private placements                             |  | 2,380,200     |  |   | 10,125,372 |  |   | -                   |   |   | 10,125,372          |  
|Common shares issued on exercise of options    |  | 75,533        |  |   | 120,800    |  |   | -                   |   |   | 120,800             |  
|Fair value of options exercised                |  | -             |  |   | 40,144     |  |   | -                   |   |   | 40,144              |  
|Common shares issued on exercise of warrants   |  | 1,166,625     |  |   | 1,749,937  |  |   | -                   |   |   | 1,749,937           |  
|Common shares issued for mineral property      |  |               |  |   |            |  |   |                     |   |   |                     |  
|payments                                       |  | 100,000       |  |   | 549,000    |  |   | -                   |   |   | 549,000             |  
|Recognition of compensation expense on shares  |  |               |  |   |            |  |   |                     |   |   |                     |  
|issued by CRS in 2002                          |  | -             |  |   | 148,000    |  |   | -                   |   |   | 148,000             |  
|Stock based compensation on unexercised vested |  |               |  |   |            |  |   |                     |   |   |                     |  
|options (Note 9)                               |  | -             |  |   | -          |  |   | -                   |   |   | 489,486             |  
|Fair value of unexercised warrants (Note 10)   |  | -             |  |   | -          |  |   | -                   |   |   | 271,253             |  
|Net loss for the year ended December 31, 2004  |  |               |  |   |            |  |   | (1,975,903          | ) |   | (1,975,903          | )
|                                               |  |               |  |   |            |  |   |                     |   |   |                     |  
|Balance, December 31, 2004                     |  | 15,093,809    |  | $ | 24,476,047 |  | $ | (6,589,312          | ) | $ | 20,166,276          |  

See Accompanying Notes to the Consolidated Financial Statements

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Lumina Copper Corp. (formerly First Trimark
        Ventures Inc.) is engaged in the identification, acquisition, exploration
        and development of mineral resources. The Company is considered in the
        exploration stage as it has not placed any of its mineral properties into
        production.                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | First Trimark Ventures Inc. (FTV)
        was incorporated under the Company Act (British Columbia) on March 3,
        2000 and obtained a listing as a capital pool company pursuant to the
        policies of the TSX Venture Exchange (the Exchange) on September
        5, 2000. As a capital pool company, the principal business of FTV was
        to identify, evaluate and acquire assets, properties or businesses which
        would constitute a Qualifying Transaction, pursuant to the polices of
        the Exchange.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On January 27, 2003, FTV entered into a Securities
        Exchange Agreement (SEA) with CRS Copper Resources Corp. (CRS)
        and the shareholders of CRS to acquire all of the issued and outstanding
        shares and warrants of CRS. CRS was incorporated under the Company Act
        (British Columbia) on October 3, 2001 and began operations in July 2002.
        CRS was engaged in the acquisition, exploration and development of mineral
        resources.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On May 23, 2003, pursuant to the SEA, FTV
        consolidated its common shares on a one for ten basis and acquired a 100%
        interest in CRS by issuing to the security holders of CRS an aggregate
        of 8,187,501 post-consolidated common shares and warrants to purchase
        an additional 5,657,500 post-consolidated common shares of FTV, exercisable
        at a price of $1.50 per share to May 23, 2005.                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The acquisition served as FTVs Qualifying
        Transaction. The acquisition was accounted for by the purchase method,
        with CRS deemed to be the acquirer, and reported as a reverse take-over
        as the shareholders of CRS obtained control of FTV. FTV also changed its
        name to Lumina Copper Corp. (LCC)                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Upon the completion of the transaction on
        May 23, 2003, LCC became a Tier 1 issuer on the Exchange. On July 13,
        2004, the Companys common shares were delisted from the TSX Venture
        Exchange and, on July 14, 2004, the common shares commenced trading on
        the Toronto Stock Exchange. On May 14, 2004 the Companys common
        shares commenced trading on the American Stock Exchange.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has entered into mineral property
        acquisition and option agreements that will require significant future
        outlays of cash to maintain the properties and options in good standing
        and to fulfil its contractual obligations. The Companys continuing
        operations as intended are dependent on managements ability to raise
        required funding through future equity issuances, asset sales or a combination
        thereof.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

- 1 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------
|   |                                            
|   | (b)                                        
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|   | (c)                                        
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|   | (d)                                        
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|   | (e)                                        
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- 2 -

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|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------

Canadian GAAP as set out in the CICA
  Handbook defines Mineral Properties to be tangible assets. Recent standards
  for business combinations however, refer to mineral use rights as an example
  of contract-based intangibles without removing the definition that categorizes
  them as tangible assets. As disclosed above, the Company has classified these
  assets as Mineral Property tangible assets in accordance with its interpretation
  of Canadian GAAP.

The Company has determined that under
  Canadian GAAP it is not required to account for its contract based mining assets
  as intangible assets and therefore continues to account for them as tangible
  assets. Although the Company believes its accounting policy for contract based
  mining assets is appropriate and consistent with Canadian GAAP, there is an
  alternative interpretation of Canadian GAAP that would consider them to be intangible
  assets.

This alternative interpretation would
  provide for the capitalization of a contract based mining asset as an intangible
  asset at its fair value at the time it was acquired, either as an individual
  asset purchase or as part of a business combination. For exploration stage mineral
  interests such as those owned by the Company, the excess of the carrying value
  over the residual value of the intangible assets would be amortized on a straight-line
  basis over the period in which the Company expected to: (a) complete its exploration
  process or (b) convert, develop or further explore the underlying properties.
  For the Company, a reasonable estimate of this amortization period would be
  from 4 to 11 years.

| | (f) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The companys subsidiaries are integrated foreign
        operations. Monetary items are translated at the exchange rate in effect
        at the balance sheet date; non-monetary items are translated at historical
        exchange rates; revenue and expense items are translated at the average
        rate of exchange for the period. The net foreign currency gain or loss
        is included in the statement of operations.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | Stock based compensation                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | Effective January 1, 2003, the Company adopted the amended
        recommendations of CICA Handbook Section 3870, Stock-based compensation
        and other stock-based payments. This Section establishes standards for
        the recognition, measurement and disclosure of stock-based compensation
        and other stock-based payments made in exchange for goods and services.                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The new standard requires that all stock-based awards
        made to employees and non- employees be measured and recognized using
        a fair value based method. In prior years, stock-based compensation expense
        was only recognized when stock-based compensation awards were made to
        non-employees, while pro forma disclosure was acceptable for awards made
        to employees.                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The Company adopted the fair value based method of accounting
        for awards issued to employees for the fiscal year beginning January 1,
        2003 on a prospective basis.                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The change in accounting policy in 2003 did not result
        in any adjustment to the Companys opening deficit balance.                                                                                                                                                                                                                                                                                                              

- 3 -

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|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------
|   |                                            
|   | (h)                                        
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   | (i)                                        
|   |                                            
|   |                                            
|   |                                            
|   | (j)                                        
|   |                                            
|   |                                            
|   |                                            
|   |                                            

- 4 -

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|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                         
|   | (k)                                                                                                                                                                                     
|   |                                                                                                                                                                                         
|   |                                                                                                                                                                                         
|   |                                                                                                                                                                                         
|   | (l)                                                                                                                                                                                     
|   |                                                                                                                                                                                         
|   |                                                                                                                                                                                         
|   |                                                                                                                                                                                         
|3. | ACQUISITION                                                                                                                                                                             
|   |                                                                                                                                                                                         
|   | On May 23, 2003, LCC acquired 100% of the
        outstanding securities of CRS, consisting of common shares and warrants
        as disclosed in Note 1.                               
|   |                                                                                                                                                                                         
|   | The following table summarizes the allocation
        of the aggregate purchase price of the net identifiable assets of LCC
        deemed to have been acquired by CRS on May 22, 2003:

| |                                                              |   | Allocation | 
| | ------------------------------------------------------------ | - | ---------- | 
| | Net Identifiable assets acquired                             |   |            | 
| | Current assets                                               | $ | 450,299    | 
| | Less: payables and accruals                                  |   | 4,830      | 
| |                                                              |   |            | 
| |                                                              | $ | 445,469    | 
| | Consideration                                                |   |            | 
| | 8,187,501 LCC common shares
      and 5,657,500 LCC warrants | $ | 333,780    | 
| | 53,667 LCC options                                           |   | 20,000     | 
| | Acquisition costs                                            |   | 91,689     | 
| |                                                              |   |            | 
| |                                                              | $ | 445,469    | 

- 5 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|4. | EQUIPMENT
|-- | ---------

| |                         |   |        |  |   | 2004         |  |   |                | 
| | ----------------------- | - | ------ |  | - | ------------ |  | - | -------------- | 
| |                         |   | Cost   |  |   | Accumulated  |  |   | Net Book Value | 
| |                         |   |        |  |   | Amortization |  |   |                | 
| | Furniture and equipment | $ | 78,138 |  | $ | 19,441       |  | $ | 58,697         | 
| |                         |   |        |  |   |              |  |   |                | 
| |                         |   |        |  |   | 2003         |  |   |                | 
| |                         |   | Cost   |  |   | Accumulated  |  |   | Net Book Value | 
| |                         |   |        |  |   | Amortization |  |   |                | 
| | Furniture and equipment | $ | 44,390 |  | $ | 5,578        |  | $ | 38,812         | 

|5. | MINERAL PROPERTIES                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                        
|   | At December 31, 2004 and 2003, the Company's mineral
        properties are comprised of properties located in North and South America.

Chile
      
      
      Peru
      
      
      Argentina
      
      
      Canada
      
      
      TotalBalance, December 31, 2002
      $
      -
      
      $
      -
      
      $
      57,924
      
      $
      960,729
      
      
      1,018,653Additions during year:Property acquisition
      
      3,084,830
      
      
      165,889
      
      
      753,261
      
      
      116,427
      
      
      4,120,407Property explorationGeological and assays
      
      149,269
      
      
      48,547
      
      
      67,891
      
      
      67,097
      
      
      332,804Other exploration
      
      6,144
      
      
      10,897
      
      
      44,279
      
      
      7,553
      
      
      68,873Taxes and filing fees
      
      26,602
      
      
      25,313
      
      
      29,114
      
      
      32,703
      
      
      113,732Recoveries
      
      -
      
      
      -
      
      
      -
      
      
      (6,386
      )
      
      (6,386
      )Net additions during
        year
      
      3,266,845
      
      
      250,646
      
      
      894,545
      
      
      217,394
      
      
      4,629,430Written-off
      
      -
      
      
      -
      
      
      -
      
      
      (49,491
      )
      
      (49,491
      )Balance, December 31, 2003
      
      3,266,845
      
      
      250,646
      
      
      952,469
      
      
      1,128,632
      
      
      5,598,592Additions during year:Property acquisition
      
      1,503,557
      
      
      655,009
      
      
      549,000
      
      
      271,253
      
      
      2,978,819Property explorationGeological and assays
      
      1,727,346
      
      
      220,496
      
      
      88,884
      
      
      58,781
      
      
      2,095,507Drilling
      
      4,442,652
      
      
      16,800
      
      
      -
      
      
      -
      
      
      4,459,452Other exploration
      
      446,427
      
      
      178,220
      
      
      150,379
      
      
      6,383
      
      
      781,409Taxes and filing fees
      
      1,310,705
      
      
      45,394
      
      
      19,744
      
      
      35,093
      
      
      1,410,936Net additions during year
      
      9,430,687
      
      
      1,115,919
      
      
      808,007
      
      
      371,510
      
      
      11,726,123Balance, December 31, 2004
      $
      12,697,532
      
      $
      1,366,565
      
      $
      1,760,476
      
      $
      1,500,142
      
      $
      17,324,715


- 6 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
      Chile
|-- | ------------------------------------------

| |                                  |   | Regalito  |  |   | Vizcachitas |  |   | Relincho  |  |   | Total      | 
| | -------------------------------- | - | --------- |  | - | ----------- |  | - | --------- |  | - | ---------- | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Balance, December 31, 2002       | $ | -         |  | $ | -           |  | $ | -         |  | $ | -          | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Property acquisition             |   | 19,255    |  |   | 3,060,816   |  |   | 4,759     |  |   | 3,084,830  | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Property exploration             |   |           |  |   |             |  |   |           |  |   |            | 
| | Geological and assays            |   | 54,280    |  |   | 45,034      |  |   | 49,955    |  |   | 149,269    | 
| | Other exploration                |   | 5,672     |  |   | 236         |  |   | 236       |  |   | 6,144      | 
| | Taxes
      and filing fees      |   | 26,602    |  |   | -           |  |   | -         |  |   | 26,602     | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Balance, December 31, 2003       |   | 105,809   |  |   | 3,106,086   |  |   | 54,950    |  |   | 3,266,845  | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Property acquisition             |   | 269,723   |  |   | 122         |  |   | 1,233,712 |  |   | 1,503,557  | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Property exploration             |   |           |  |   |             |  |   |           |  |   |            | 
| | Geological and assays            |   | 1,554,074 |  |   | 31,977      |  |   | 141,295   |  |   | 1,727,346  | 
| | Drilling                         |   | 4,442,652 |  |   | -           |  |   | -         |  |   | 4,442,652  | 
| | Other exploration                |   | 394,225   |  |   | 14,717      |  |   | 37,485    |  |   | 446,427    | 
| | Taxes
      and filing fees      |   | 1,139,069 |  |   | 10,423      |  |   | 161,213   |  |   | 1,310,705  | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Additions during year            |   | 7,799,743 |  |   | 57,239      |  |   | 1,573,705 |  |   | 9,430,687  | 
| |                                  |   |           |  |   |             |  |   |           |  |   |            | 
| | Balance, December
      31, 2004 | $ | 7,905,552 |  | $ | 3,163,325   |  | $ | 1,628,655 |  | $ | 12,697,532 | 

| | (a) | Regalito Property                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                    
| |     | On October 16, 2003, the Company obtained the right
        to acquire a 100% interest in the Regalito Property, consisting of 4,158
        hectares located in the 3rdregion of Chile. In consideration
        for the acquisition, the Company will make minimum cash payments aggregating
        US$900,000 over an 8 year period as follows:

|Committed Minimum             | Due Date        
|----------------------------- | ----------------
|Cash
      Payments           |                 
|                              |                 
|US   $
         25,000 (paid) | October 16, 2004
|US         50,000             | October 16, 2005
|US         75,000             | October 16, 2006
|US       100,000              | October 16, 2007
|US       125,000              | October 16, 2008
|US       150,000              | October 16, 2009
|US       175,000              | October 16, 2010
|US       200,000              | October 16, 2011
|                              |                 
|US   $
       900,000         |                 

- 7 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
|-- | ------------------------------

Should copper prices exceed $1 per pound
  for an entire calendar year at any time during the 8 year period (as it did
  during 2004), the Company shall increase the minimum payment to US$200,000 in
  respect of that year. After the 8th year of the agreement, should
  the price of copper exceed $1 per pound for any entire calendar year, the Company
  must pay advance payments of US$200,000 per year until the commencement of commercial
  production and thereafter, the Company must pay a net smelter royalty of 1%
  to 3% depending on the price of copper.

Upon achieving commercial production,
  should the royalty payment in the first calendar year exceed US$200,000, the
  Company may deduct from the royalty payment 50% of the amount in excess of US$200,000
  and apply this amount against the accumulated advance payments in each succeeding
  year until the accumulated advance payments have been fully offset. The Company
  must also pay certain current and past annual concession maintenance payments
  in the aggregate of US$53,000 and is also responsible for the payment of all
  future annual concession maintenance payments on the property.

| | (b) | Vizcachitas Property                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Pursuant to an agreement dated October 28,
        2003, the Company acquired 100% of the shares of Compania Minera Vizcachitas
        Holdings, a company incorporated under the laws of Chile, in consideration
        for the issuance of 500,000 common shares of the Company (issued in 2003)
        and 500,000 warrants (issued in 2003) to acquire up to an additional 500,000
        common shares at $3.20 per share until December 19, 2007.    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | In the event the combined value of the shares
        and the warrants did not exceed $5 million at any time during the 48 month
        period from the closing date of the agreement, then on expiry of the warrants,
        the Company was obligated to pay the vendors the difference between the
        combined value and $5 million. The obligation ceased upon the value of
        the shares and warrants exceeding $5 million during fiscal 2004.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Compania Minera Vizcachitas Holdings is the
        beneficial holder of the Vizcachitas Property, which consists of 19 exploration
        concessions, located in the 4thregion of Chile.                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | Relincho Property                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Pursuant to an agreement dated December 10,
        2003, the Company obtained an option to acquire a 100% interest in the
        Relincho Property consisting of certain mining rights located in the 3rdregion of Chile in consideration of payments in the aggregate of
        US$6,000,000 payable as follows:                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Certain of the mining rights comprising the
        property are also subject to a 2% net smelter return royalty.                                                                                                                                                                                                                                                                                                                                              

- 8 -

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|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
      Peru
|-- | -----------------------------------------

| |                            |   | Galeno    |  |   | Pashpap |  |   | Total     | 
| | -------------------------- | - | --------- |  | - | ------- |  | - | --------- | 
| |                            |   |           |  |   |         |  |   |           | 
| | Balance, December 31, 2002 | $ | -         |  | $ | -       |  | $ | -         | 
| |                            |   |           |  |   |         |  |   |           | 
| | Property acquisition       |   | 138,035   |  |   | 27,854  |  |   | 165,889   | 
| |                            |   |           |  |   |         |  |   |           | 
| | Property exploration       |   |           |  |   |         |  |   |           | 
| | Geological and assays      |   | 26,799    |  |   | 21,748  |  |   | 48,547    | 
| | Other exploration          |   | 5,832     |  |   | 5,065   |  |   | 10,897    | 
| | Taxes and filing fees      |   | 11,743    |  |   | 13,570  |  |   | 25,313    | 
| |                            |   |           |  |   |         |  |   |           | 
| | Balance, December 31, 2003 |   | 182,409   |  |   | 68,237  |  |   | 250,646   | 
| |                            |   |           |  |   |         |  |   |           | 
| | Property acquisition       |   | 655,009   |  |   | -       |  |   | 655,009   | 
| |                            |   |           |  |   |         |  |   |           | 
| | Property exploration       |   |           |  |   |         |  |   |           | 
| | Geological and assays      |   | 123,155   |  |   | 97,341  |  |   | 220,496   | 
| | Drilling                   |   | 16,800    |  |   | -       |  |   | 16,800    | 
| | Other exploration          |   | 158,304   |  |   | 19,916  |  |   | 178,220   | 
| | Taxes and filing fees      |   | 31,309    |  |   | 14,085  |  |   | 45,394    | 
| |                            |   |           |  |   |         |  |   |           | 
| | Additions during year      |   | 984,577   |  |   | 131,342 |  |   | 1,115,919 | 
| |                            |   |           |  |   |         |  |   |           | 
| | Balance, December 31, 2004 | $ | 1,166,986 |  | $ | 199,579 |  | $ | 1,366,565 | 

| | (d) | Galeno Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | Pursuant to an agreement dated April 25, 2003 with La
        Asunción Negociadora Minera SAC (ASUMIN), the Company was granted
        an option to acquire a 100% interest in the Galeno Copper-Gold Property
        located in northern Peru. The property consists of 4 mining concessions
        covering an area of approximately 1,348 hectares. Consideration for the
        acquisition is an aggregate of US $2,000,000 in cash payments, payable
        as follows:

Cash Payments
      
      Due
        DateUS       $ 10,000
      
      Upon signing (paid in 2003)US          20,000
      
      July 25, 2003 (paid in 2003)US          50,000
      
      October 25, 2003 (paid in 2003)US        100,000
      
      April 25, 2004 (paid in 2004)US        300,000
      
      April 25, 2005US        400,000
      
      April 25, 2006US     1,120,000
      
      April 25, 2007US $ 2,000,000


- 9 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
|-- | ------------------------------

The 2005 to 2007 payments are subject
  to reductions ranging from 20% to 50% depending on the average price of copper,
  based on the three month London Metal Exchange average price should the average
  price of copper be less than $1 per pound. 100% of the 2005 to 2007 payments
  may be made in shares of LCC. The payment due on April 25, 2007 may be deferred
  for up to three years provided payments of US $100,000 (the penalty payments)
  are made at each of April 25, 2007, 2008 and 2009, with 50% of each of those
  payments being applied against the amount of the deferred payment.

Should the option be exercised, the
  Company will be required to make bonus payments of US $250,000 upon completion
  of a positive feasibility study, a further US $250,000 upon commencement of
  a new mine construction and a final payment of US $1,300,000 one year after
  the commencement of commercial production.

On February 24, 2004, the Company entered
  into agreements to acquire all of the shares of two companies which, collectively,
  own a 100% leasehold interest in the Molino mining concession. The Molino concession
  is contiguous to the Galeno concessions and is considered to be an extension
  of the Galeno property. Consideration for the acquisition is US$300,000 (paid).
  The vendors retain a net profits interest in the property of up to 20% depending
  upon the timing of production from the concession, which interest will convert
  to a 1% net smelter royalty should production commence subsequent to December
  31, 2006.

| | (e) | Pashpap Property                                                                          
| | --- | ------------------------------------------------------------------------------------------
| |     |                                                                                           
| |     | The Company owns a 100% interest in 8 copper concessions
        located in northern Peru.

Argentina

| |                            |   | Taca Taca |  |   | San Jorge |  |   | Total     | 
| | -------------------------- | - | --------- |  | - | --------- |  | - | --------- | 
| |                            |   |           |  |   |           |  |   |           | 
| | Balance, December 31, 2002 | $ | 57,924    |  | $ | -         |  | $ | 57,924    | 
| |                            |   |           |  |   |           |  |   |           | 
| | Property acquisition       |   | 343,235   |  |   | 410,026   |  |   | 753,261   | 
| |                            |   |           |  |   |           |  |   |           | 
| | Property exploration       |   |           |  |   |           |  |   |           | 
| | Geological and assays      |   | 34,038    |  |   | 33,853    |  |   | 67,891    | 
| | Other exploration          |   | 44,279    |  |   | -         |  |   | 44,279    | 
| | Taxes and filing fees      |   | 27,495    |  |   | 1,619     |  |   | 29,114    | 
| |                            |   |           |  |   |           |  |   |           | 
| | Additions during year      |   | 449,047   |  |   | 445,498   |  |   | 894,545   | 
| |                            |   |           |  |   |           |  |   |           | 
| | Balance, December 31, 2003 |   | 506,971   |  |   | 445,498   |  |   | 952,469   | 
| |                            |   |           |  |   |           |  |   |           | 
| | Property acquisition       |   | 549,000   |  |   | -         |  |   | 549,000   | 
| |                            |   |           |  |   |           |  |   |           | 
| | Property exploration       |   |           |  |   |           |  |   |           | 
| | Geological and assays      |   | 67,479    |  |   | 21,405    |  |   | 88,884    | 
| | Other exploration          |   | 56,243    |  |   | 94,136    |  |   | 150,379   | 
| | Taxes and filing fees      |   | 19,744    |  |   | -         |  |   | 19,744    | 
| |                            |   |           |  |   |           |  |   |           | 
| | Additions during year      |   | 692,466   |  |   | 115,541   |  |   | 808,007   | 
| |                            |   |           |  |   |           |  |   |           | 
| | Balance, December 31, 2004 | $ | 1,199,437 |  | $ | 561,039   |  | $ | 1,760,476 | 

- 10 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
|-- | ------------------------------
|   |                               
|   | (f)                           
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   | (g)                           
|   |                               
|   |                               

- 11 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
      Canada
|-- | -------------------------------------------

Casino
      
      
      Redstone
      
      
      Hushamu
      
      
      OK
      
      
      TotalBalance, December 31, 2002
      $
      55,000
      
      $
      762,565
      
      $
      143,164
      
      $
      -
      
      $
      960,729Property acquisition
      
      104,602
      
      
      -
      
      
      1,825
      
      
      10,000
      
      
      116,427Property explorationGeological and assays
      
      10,435
      
      
      6,000
      
      
      13,477
      
      
      37,185
      
      
      67,097Other exploration
      
      -
      
      
      -
      
      
      1,169
      
      
      6,384
      
      
      7,553Taxes and filing fees
      
      2,415
      
      
      27,980
      
      
      -
      
      
      2,308
      
      
      32,703Recoveries
      
      -
      
      
      -
      
      
      -
      
      
      (6,386
      )
      
      (6,386
      )Net additions during year
      
      117,452
      
      
      33,980
      
      
      16,471
      
      
      49,491
      
      
      217,394Write-off
      
      -
      
      
      -
      
      
      -
      
      
      (49,491
      )
      
      (49,491
      )Balance, December 31, 2003
      
      172,452
      
      
      796,545
      
      
      159,635
      
      
      -
      
      
      1,128,632Property acquisition
      
      271,253
      
      
      -
      
      
      -
      
      
      -
      
      
      271,253Property explorationGeological and assays
      
      3,759
      
      
      699
      
      
      54,323
      
      
      -
      
      
      58,781Other exploration
      
      -
      
      
      28
      
      
      6,355
      
      
      -
      
      
      6,383Taxes and filing fees
      
      100
      
      
      27,980
      
      
      7,013
      
      
      -
      
      
      35,093Net additions during
        year
      
      275,112
      
      
      28,707
      
      
      67,691
      
      
      -
      
      
      371,510Balance, December 31, 2004
      $
      447,564
      
      $
      825,252
      
      $
      227,326
      
      $
      -
      
      $
      1,500,142


| | (h) | Casino Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The Casino property encompasses 161 mining
        claims, all of which are subject to a 5% net profits royalty. A third
        party has a pre-existing option to purchase 55 of the claims for $1 and
        a 10% net profits royalty.                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Pursuant to an agreement dated July 15, 2002
        with Great Basin Gold Ltd. the Company acquired an option to purchase
        a 100% interest in the Casino Deposit claim group located in the Whitehorse
        Mining Division, Yukon Territory, Canada. The option may be exercised
        at any time until July 15, 2007 by paying $1,000,000 to Great Basin. Until
        it is exercised or it expires, the option can be maintained in good standing
        by:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 12 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|5. | MINERAL PROPERTIES (continued)
|-- | ------------------------------

| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                   | issuing warrants to purchase 100,000 shares of the Company
        exercisable at a price of $1.80 per share on or before May 23, 2005 (issued
        at an ascribed fair value of $104,602 during 2003);                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                  | issuing warrants to purchase another 100,000 shares
        of the Company exercisable at a price of $5.80 per share on or before
        May 21, 2006 (issued at an ascribed fair value of $271,253 on May 21,
        2004); and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                   | issuing warrants to purchase another 100,000 shares
        of the Company on May 23, 2005 at the maximum discount price possible,
        exercisable for a period of two year.                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| | (i) | Redstone Property                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | The Redstone Property consists of 5 mineral
        leases expiring in 2013 covering 60 units and 5,662 hectares in the Coates
        Lake area of the Northwest Territories, Canada.                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | Pursuant to an agreement dated September 24,
        2002 with Redstone Resources Inc., a unit of Newmont Mining Corporation,
        the Company acquired a 100% interest in the Redstone Property by agreeing
        to pay:                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                    | US $100,000 cash on closing (paid in 2002);                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                   | US $100,000 cash on March 24, 2003 (paid in 2003);                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                  | US $300,000 cash on March 24, 2004 (paid in 2004); and                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                   | A net smelter returns royalty ranging from 3% to 4%,
        depending on the prevailing commodity price of copper.                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | A debenture for US $400,000 which bore interest
        at 0% if payments were made on time, and at 15% if a payment was late,
        dated September 24, 2002, secured by the Redstone Property, was issued
        to Redstone Resources Inc. as security for the Companys obligations
        under the agreement. Upon making the final payment of US $300,000 on March
        24, 2004, the debenture was discharged (Note 7).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| | (j) | Hushamu Property                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | The Company owns a 100% interest in the Hushamu
        Property, which consists of 144 mineral claims located on northern Vancouver
        Island, British Columbia.                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| | (k) | OK Property                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | Pursuant to an agreement dated April 24, 2003,
        the Company was granted an option by Eastfield Resources Ltd. (Eastfield)
        to earn an 80% interest in 7 mineral claims located near Powell River,
        British Columbia.                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                   
| |     | In January 2004, the Company terminated the
        option on the property. An aggregate $49,491 of acquisition and exploration
        costs were written off as at December 31, 2003.                                                                                                                                                                                                                                               

- 13 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                 
|   |                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                 
|   |                                                                                                                                                                                                     
|   | The foregoing related party transactions
        are recorded at the exchange amount which is the amount of consideration
        paid or received as established and agreed to between the parties.
|   |                                                                                                                                                                                                     
|7. | PROPERTY PURCHASE OBLIGATIONS                                                                                                                                                                       

| |                                                            |   | 2004 |  |   | 2003    |  
| | ---------------------------------------------------------- | - | ---- |  | - | ------- | -
| |                                                            |   |      |  |   |         |  
| | Balance owing in respect of the acquisition
      of the   |   |      |  |   |         |  
| | Redstone Property (Note 5(i)), secured by
      a          |   |      |  |   |         |  
| | debenture bearing interest at 0% per annum,
      unless a |   |      |  |   |         |  
| | required payment was late in which case interest
      at  |   |      |  |   |         |  
| | the rate of 15% per annum was to be charged
      from     |   |      |  |   |         |  
| | and after the due date.                                    |   |      |  |   |         |  
| | - Due March 24, 2004  US
      $300,000                   | $ | -    |  | $ | 388,950 |  
| |                                                            |   |      |  |   |         |  
| | Less: imputed interest at 7.50%                            |   |      |  |   |         |  
| | per annum                                                  |   | -    |  |   | (6,612  | )
| |                                                            |   |      |  |   |         |  
| |                                                            |   | -    |  |   | 382,338 |  
| | Less: current portion                                      |   | -    |  |   | 382,338 |  
| |                                                            |   |      |  |   |         |  
| |                                                            | $ | -    |  | $ | -       |  

|   | During 2003, the Company recorded a foreign
        exchange gain of $60,181 on the translation of the balance owing in Canadian
        dollars. This gain was reported in the results of operations for the 2003
        fiscal year.                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|8. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | Pursuant to the guidelines for reverse take-over
        accounting, the number of shares authorized, issued and outstanding disclosed
        below are those of LCC. The dollar amounts ascribed to the shares outstanding
        represent the value of the outstanding shares of CRS plus the value of
        LCC shares issued subsequent to the date of completion of the acquisition.
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                               

- 14 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|8. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | (b)                      

| |                                                            |  | Number of  |   |   |            |  
| | ---------------------------------------------------------- |  | ---------- | - | - | ---------- | -
| |                                                            |  | Shares     |   |   | Amount     |  
| |                                                            |  |            |   |   |            |  
| | Share capital of FTV at May 22, 2003                       |  | 7,687,000  |   | $ | 660,821    |  
| | One-for-ten share
      consolidation                      |  | (6,918,300 | ) |   | -          |  
| |                                                            |  |            |   |   |            |  
| |                                                            |  | 768,700    |   |   | 660,821    |  
| | Elimination of FTV capital on application of
      reverse |  |            |   |   |            |  
| | take-over accounting                                       |  | -          |   |   | (660,821   | )
| | Share capital of CRS, May 22, 2003                         |  | -          |   |   | 6,370,469  |  
| | Issued to acquire all the outstanding common               |  |            |   |   |            |  
| | shares of CRS (Note 3)                                     |  | 8,187,501  |   |   | 333,780    |  
| |                                                            |  |            |   |   |            |  
| | Balance upon completion of reverse takeover                |  | 8,956,201  |   |   | 6,704,249  |  
| | Issued for cash:                                           |  |            |   |   |            |  
| | Private placement, net of issue costs
      (Note 8(c)(i)) |  | 500,000    |   |   | 470,575    |  
| | Issued for cash and other consideration                    |  |            |   |   |            |  
| | Exercise of options (Note 9(b))                            |  |            |   |   |            |  
| | - for cash                                                 |  | 10,000     |   |   | 16,500     |  
| | - fair value of options exercised                          |  | -          |   |   | 7,805      |  
| | Exercise of warrants (Note 10)                             |  |            |   |   |            |  
| | - for cash                                                 |  | 1,223,375  |   |   | 1,865,063  |  
| | - fair value of warrants exercised                         |  | -          |   |   | 104,602    |  
| | Issued for mineral properties (Note 5)                     |  | 681,875    |   |   | 2,426,000  |  
| | Recognition of compensation
      expense (Note 8(e))      |  | -          |   |   | 148,000    |  
| |                                                            |  |            |   |   |            |  
| | Balance, December 31, 2003                                 |  | 11,371,451 |   |   | 11,742,794 |  
| | Issued for cash:                                           |  |            |   |   |            |  
| | Private placements, net of issue costs (Note 8(c)(ii)      |  | 2,380,200  |   |   | 10,125,372 |  
| | and (iii))                                                 |  |            |   |   |            |  
| | Exercise of warrants (Note 10)                             |  | 1,166,625  |   |   | 1,749,937  |  
| | Issued for cash and other consideration                    |  |            |   |   |            |  
| | Exercise of options (Note 9(b))                            |  |            |   |   |            |  
| | - for cash                                                 |  | 75,533     |   |   | 120,800    |  
| | - fair value of options exercised                          |  | -          |   |   | 40,144     |  
| | Issued for mineral property (Note 5(f)(iii))               |  | 100,000    |   |   | 549,000    |  
| | Recognition of compensation
      expense (Note 8(e))      |  | -          |   |   | 148,000    |  
| |                                                            |  |            |   |   |            |  
| | Balance, December
      31, 2004                           |  | 15,093,809 |   | $ | 24,476,047 |  

Preference Shares:

No preference shares have been issued.

- 15 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|8. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | (c)                      
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   | (d)                      

| | (i)                                        | Issued into escrow on reverse
      takeover on May 23, 2003 to |         |            |  
| | ------------------------------------------ | --------------------------------------------------------------- | ------- | ---------- | -
| |                                            | be released in four instalments
      of 1,422,000 each in six  |         |            |  
| |                                            | month intervals commencing May
      23, 2003.                  |         | 5,688,001  |  
| |                                            |                                                                 |         |            |  
| | (ii)                                       | Issued into escrow under a Voluntary
      Pooling Agreement in |         |            |  
| |                                            | November, 2002. One-third of
      these shares are to be       |         |            |  
| |                                            | released on each anniversary
      assuming the recipient       |         |            |  
| |                                            | shareholders continue to be
      employed by the Company.      |         | 600,000    |  
| |                                            |                                                                 |         |            |  
| | (iii)                                      | Released from escrow                                            |         |            |  
| |                                            | - during 2003                                                   |         | (3,044,001 | )
| |                                            | - during 2004                                                   |         | (3,044,000 | )
| |                                            |                                                                 |         |            |  
| | Shares held in escrow at December 31, 2004 |                                                                 | 200,000 |           

| | (e) | Compensation Expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Included in the share capital of CRS at May 22, 2003,
        were 5,060,000 units that were issued during 2002 for nominal consideration
        of $0.01 per unit. Each unit consisted of one common share and one-half
        warrant. One whole warrant entitles the holder to purchase one additional
        common share at $1.50 for two years commencing on the date the Companys
        shares are publicly traded. The Company has recorded the issuance of 4,460,000
        of these units at their fair value ($0.75) on the date that they were
        issued.

- 16 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|8. | SHARE CAPITAL (continued)
|-- | -------------------------

Of the foregoing 5,060,000 units, 600,000
  were issued for services to be rendered after issuance. One-third of these 600,000
  units are to be released on each anniversary assuming the recipient shareholders
  continue to be employed by the Company. As at December 31, 2004 a total of 200,000
  (2003: 400,000) units remain in escrow. Compensation expense related to these
  units, in the amount of $148,000 per annum, is recognized evenly over the period
  that they are held in escrow under the Voluntary Pooling Agreement (Note 8(d)(ii)).

Compensation ExpenseUnits
      
      
      2004
      
      
      2003
      
      
      2002(i)
      Units issued for services
        rendered beforeissuance of units
      
      4,460,000
      
      $
      -
      
      $
      -
      
      $
      3,300,400(ii)
      Issued for services to be
        rendered afterissuance. The compensation
        expenserelated to the issuance of
        these units isrecognized evenly over the
        period thatthey are held in escrow under
        theVoluntary Pooling Agreement(Note 8(d)(ii))
      
      600,000
      
      
      148,000
      
      
      148,000
      
      
      24,667(iii)
      Compensation expense related
        to optionsissued to non-employees (Note
        9(b))
      
      -
      
      
      91,817
      
      
      17,212
      
      
      -(iv)
      Compensation expense related
        to optionsissued to employees and directors(Note 9(b))
      
      -
      
      
      437,813
      
      
      417,175
      
      
      -5,060,000
      
      $
      677,630
      
      $
      582,387
      
      $
      3,325,067


|9. | STOCK OPTIONS
|-- | -------------
|   |              
|   | (a)          
|   |              
|   |              
|   |              
|   |              

- 17 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|9. | STOCK OPTIONS (continued)
|-- | -------------------------

Summary of the Companys stock options
  as at December 31, 2004 and 2003 and changes during the years then ended is
  as follows:

| |                                  |  | 2004      |   |   |          |  |  | 2003      |   |   |          | 
| | -------------------------------- |  | --------- | - | - | -------- |  |  | --------- | - | - | -------- | 
| |                                  |  |           |   |   | Weighed  |  |  |           |   |   | Weighted | 
| |                                  |  |           |   |   | Average  |  |  |           |   |   | Average  | 
| |                                  |  | Number    |   |   | Exercise |  |  | Number    |   |   | Exercise | 
| |                                  |  | of Shares |   |   | Price    |  |  | of Shares |   |   | Price    | 
| |                                  |  |           |   |   |          |  |  |           |   |   |          | 
| | Outstanding at beginning of year |  | 823,066   |   | $ | 2.06     |  |  | -         |   | $ | -        | 
| | Assumed in reverse take over     |  |           |   |   |          |  |  |           |   |   |          | 
| | (Note 3)                         |  | -         |   |   | -        |  |  | 53,667    |   |   | 1.50     | 
| | Granted                          |  | 265,000   |   |   | 7.02     |  |  | 897,533   |   |   | 2.03     | 
| | Exercised                        |  | (75,533   | ) |   | 1.60     |  |  | (10,000   | ) |   | 1.65     | 
| | Cancelled                        |  | -         |   |   | -        |  |  | (118,134  | ) |   | 1.61     | 
| |                                  |  |           |   |   |          |  |  |           |   |   |          | 
| | Outstanding at end of year       |  | 1,012,533 |   | $ | 3.40     |  |  | 823,066   |   | $ | 2.06     | 

At December 31, 2004, the Company has
  outstanding stock options to purchase an aggregate 1,012,533 common shares of
  LCC as follows:

| | Options Outstanding |  | Options Exercisable | 
| | ------------------- |  | ------------------- | 
| | Number              |  |                     | 
| | of Shares           |  | Expiry Date         | 
| |                     |  |                     | 
| | 22,533              |  | September 5, 2005   | 
| | 15,000              |  | June 21, 2006       | 
| | 500,000             |  | June 6, 2008        | 
| | 25,000              |  | August 8, 2008      | 
| | 150,000             |  | October 17, 2008    | 
| | 50,000              |  | December 17, 2008   | 
| | 150,000             |  | April 20, 2009      | 
| | 100,000             |  | December 2, 2009    | 
| |                     |  |                     | 
| | 1,012,533           |  |                     | 

- 18 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|9. | STOCK OPTIONS (continued)
|-- | -------------------------

| | (b) | Stock Based Compensation
| | --- | ------------------------

| |                                    |  | Number of |   |   | Fair Value Amount |  
| | ---------------------------------- |  | --------- | - | - | ----------------- | -
| |                                    |  | Options   |   |   | Unvested          |  
| |                                    |  |           |   |   |                   |  
| | Unexercised stock options,         |  |           |   |   |                   |  
| | December 31, 2002                  |  | -         |   | $ | -                 |  
| | Assumed in reverse takeover        |  |           |   |   |                   |  
| | (Note 3)                           |  | 53,667    |   |   | -                 |  
| | Granted to non-employees           |  | 125,000   |   |   | 79,654            |  
| | Granted to employees and directors |  | 772,533   |   |   | 395,600           |  
| | Non-employee options exercised     |  | (10,000   | ) |   | -                 |  
| | Non-employee options cancelled     |  | (90,000   | ) |   | (70,247           | )
| | Employee options cancelled         |  | (28,134   | ) |   | -                 |  
| |                                    |  |           |   |   |                   |  
| | Unexercised options, December 31,  |  |           |   |   |                   |  
| | 2003                               |  | 823,066   |   |   | 405,007           |  
| |                                    |  |           |   |   |                   |  
| | Granted to non-employees           |  | 65,000    |   |   | 71,872            |  
| | Granted to employees and directors |  | 200,000   |   |   | 479,875           |  
| | Employee options vested            |  | -         |   |   | (222,050          | )
| | Non-employee options vested        |  | -         |   |   | (9,407            | )
| | Employee options exercised         |  | (75,533   | ) |   | -                 |  
| |                                    |  |           |   |   |                   |  
| | Unexercised options, December 31,  |  |           |   |   |                   |  
| | 2004                               |  | 1,012,533 |   | $ | 725,297           |  

The fair value used to calculate the
  compensation expense related to the stock options issued to employees and non-employees
  is estimated using the Black-Scholes Option Pricing Model with the following
  assumptions:

| |                                 | 2004  | 2003 
| | ------------------------------- | ----- | -----
| |                                 |       |      
| | Weighted average:               |       |      
| | Risk-free interest rate         | 3.04% | 3.06%
| | Expected dividend yield         | -     | -    
| | Expected stock price volatility | 90%   | 94%  
| | Expected option life in years   | 2     | 2    

Option pricing models require the input
  of highly subjective assumptions including the expected price volatility. Changes
  in the subjective input assumptions can materially affect the fair value estimate,
  and therefore the existing models do not necessarily provide a reliable single
  measure of the fair value of the Companys stock options.

- 19 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|10. | WARRANTS                                                               
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | The following summarizes warrant activity during 2004
        and 2003:

| |                                                   |  | Number of  |   |   |                  |  
| | ------------------------------------------------- |  | ---------- | - | - | ---------------- | -
| |                                                   |  | Warrants   |   |   | Fair
      Value |  
| |                                                   |  |            |   |   |                  |  
| | Balance, December 31, 2002                        |  | -          |   | $ | -                |  
| | Acquired in reverse takeover (Note 3)             |  | 5,657,500  |   |   | -                |  
| | Issued in private placement (Note
      8(c)(i))  |  | 500,000    |   |   | -                |  
| | Issued on acquisition of Casino Property option   |  |            |   |   |                  |  
| | (Note 5(h)(ii))                                   |  | 100,000    |   |   | 104,602          |  
| | Issued on acquisition of the Vizcachitas          |  |            |   |   |                  |  
| | Property (Note 5(b))                              |  | 500,000    |   |   | 1,072,220        |  
| | Warrants
      exercised during the year          |  | (1,223,375 | ) |   | (104,602         | )
| |                                                   |  |            |   |   |                  |  
| | Balance, December 31, 2003                        |  | 5,534,125  |   |   | 1,072,220        |  
| | Issued in private placement (Note
      8(c)(ii)) |  | 1,015,100  |   |   | -                |  
| | Issued on acquisition of Casino Property option   |  |            |   |   |                  |  
| | (Note 5(h)(iii))                                  |  | 100,000    |   |   | 271,253          |  
| | Warrants
      exercised during the year          |  | (1,166,625 | ) |   | -                |  
| |                                                   |  |            |   |   |                  |  
| | Balance, December
      31, 2004                  |  | 5,482,600  |   | $ | 1,343,473        |  

The fair value of the warrants has been
  calculated using the Black-Scholes Option Pricing Model with the following assumptions:

| |                                 | 2004  | 2003 
| | ------------------------------- | ----- | -----
| |                                 |       |      
| | Weighted average:               |       |      
| | Risk-free interest rate         | 2.89% | 3.03%
| | Expected dividend yield         | -     | -    
| | Expected stock price volatility | 85%   | 71%  
| | Expected warrant life in years  | 2     | 2    

At December 31, 2004, the Company has
  outstanding warrants to purchase an aggregate 5,482,600 common shares of LCC
  as follows:

Outstanding
      
      
      
      Outstandingat
      
      
      
      atExercise
      
      December 31,
      
      
      Expired/
      December 31,Price
      Expiry Date
      2003
      Issued
      Exercised
      Cancelled
      2004$1.50
      May 23, 2005
      4,659,125
      -
      (1,091,625)
      -
      3,567,500$1.50
      May 23, 2005
      375,000
      -
      (75,000)
      -
      300,000$3.20
      December 19, 2007
      500,000
      -
      -
      -
      500,000$5.50
      January 8, 2006 *
      -
      1,015,100
      -
      -
      1,015,100$5.80
      May 21, 2006
      -
      100,000
      -
      -
      100,000$2.47
      
      5,534,125
      1,115,100
      (1,166,625)
      -
      5,482,600


| | * | On February 17, 2005, the expiry period of these warrants
        was shortened to March 17, 2005 pursuant to a provision entitling the
        Company, upon giving notice, to reduce the exercise period should the
        closing price of the Companys common shares be at least $7.00 per
        share for ten consecutive days.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 20 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|11. | SUPPLEMENTAL CASH FLOW INFORMATION
|--- | ----------------------------------

| |                                    |   | Cumulative   |  |   |         |  |   |           |  |   |         | 
| | ---------------------------------- | - | ------------ |  | - | ------- |  | - | --------- |  | - | ------- | 
| |                                    |   | Period from  |  |   |         |  |   |           |  |   |         | 
| |                                    |   | Inception to |  |   |         |  |   |           |  |   |         | 
| |                                    |   | December 31, |  |   |         |  |   |           |  |   |         | 
| |                                    |   | 2003         |  |   | 2004    |  |   | 2003      |  |   | 2002    | 
| |                                    |   |              |  |   |         |  |   |           |  |   |         | 
| | Significant non-cash financing and |   |              |  |   |         |  |   |           |  |   |         | 
| | investing activities               |   |              |  |   |         |  |   |           |  |   |         | 
| |                                    |   |              |  |   |         |  |   |           |  |   |         | 
| | Warrants issued for mineral        |   |              |  |   |         |  |   |           |  |   |         | 
| | property payments                  | $ | 1,448,075    |  | $ | 271,253 |  | $ | 1,072,220 |  | $ | -       | 
| | Common shares issued for mineral   |   |              |  |   |         |  |   |           |  |   |         | 
| | property payments                  |   | 2,975,000    |  |   | 549,000 |  |   | 2,426,000 |  |   | -       | 
| |                                    |   |              |  |   |         |  |   |           |  |   |         | 
| | Shares issued for subscriptions    |   |              |  |   |         |  |   |           |  |   |         | 
| | receivable                         |   | 600,000      |  |   | -       |  |   | -         |  |   | 600,000 | 
| |                                    |   |              |  |   | -       |  |   |           |  |   |         | 
| | Shares and warrants issued in      |   |              |  |   |         |  |   |           |  |   |         | 
| | reverse takeover                   |   | 333,780      |  |   | -       |  |   | 333,780   |  |   | -       | 
| |                                    |   |              |  |   |         |  |   |           |  |   |         | 
| | Options assumed in reverse         |   |              |  |   |         |  |   |           |  |   |         | 
| | takeover                           |   | 20,000       |  |   | -       |  |   | 20,000    |  |   | -       | 

|12. | COMMITMENT                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      
|    | The Company leases office premises for a five year period
        to March 31, 2008. The cost of the entire premises is shared primarily
        between the Company and a company related by a common director. The Companys
        proportionate share of minimum annual rental payments under this arrangement
        is approximately $18,000.
|    |                                                                                                                                                                                                                                                                                                                                                      
|13. | SEGMENTED DISCLOSURE                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has one operating segment, mineral exploration,
        and all capital assets of the Company are located in Canada except for
        certain of its mineral properties, as disclosed in Note 5, and certain
        equipment with a net book value of $10,962 located in Chile.                                                       
|    |                                                                                                                                                                                                                                                                                                                                                      
|    | The Company operates in two geographical segments: Canada
        and South America. Corporate administrative activities are conducted from
        Canada. The income and expenses for the years ended December 31, 2004,
        2003 and 2002 and the assets at the end of those years identifiable to
        these segments are as follows:     

- 21 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|13. | SEGMENTED DISCLOSURE (continued)
|--- | --------------------------------

| |                                    |   | Canada    |  |   | South
      America |  |   | Total      |  
| | ---------------------------------- | - | --------- |  | - | ------------------- |  | - | ---------- | -
| | Year ended December 31, 2004       |   |           |  |   |                     |  |   |            |  
| | Interest income                    |   |           |  |   |                     |  | $ | 80,226     |  
| | Corporate expenses                 |   |           |  |   |                     |  |   | (2,056,129 | )
| | Net loss for the year              |   |           |  |   |                     |  | $ | (1,975,903 | )
| |                                    |   |           |  |   |                     |  |   |            |  
| | Mineral exploration segment assets | $ | 1,500,142 |  | $ | 15,824,573          |  | $ | 17,324,715 |  
| | Corporate assets                   |   |           |  |   |                     |  |   | 3,345,664  |  
| |                                    |   |           |  |   |                     |  |   |            |  
| | Total assets                       |   |           |  |   |                     |  | $ | 20,670,379 |  

| |                                    |   | Canada    |   |   | South
      America |  |   | Total      |  
| | ---------------------------------- | - | --------- | - | - | ------------------- |  | - | ---------- | -
| | Year ended December 31, 2003       |   |           |   |   |                     |  |   |            |  
| | Mineral property costs written off | $ | (49,491   | ) | $ | -                   |  | $ | (49,491    | )
| | Geographical segment loss          | $ | (49,491   | ) | $ | -                   |  |   | (49,491    | )
| |                                    |   |           |   |   |                     |  |   |            |  
| | Interest income                    |   |           |   |   |                     |  |   | 46,141     |  
| | Corporate expenses                 |   |           |   |   |                     |  |   | (1,253,224 | )
| | Net loss for the year              |   |           |   |   |                     |  | $ | (1,256,574 | )
| |                                    |   |           |   |   |                     |  |   |            |  
| | Mineral exploration segment assets |   | 1,128,632 |   |   | 4,469,960           |  | $ | 5,598,592  |  
| | Corporate assets                   |   |           |   |   |                     |  |   | 3,564,002  |  
| |                                    |   |           |   |   |                     |  |   |            |  
| | Total assets                       |   |           |   |   |                     |  | $ | 9,162,594  |  

| |                                    |   | Canada  |  |   | South
      America |  |   | Total      |  
| | ---------------------------------- | - | ------- |  | - | ------------------- |  | - | ---------- | -
| | Year ended December 31, 2002       |   |         |  |   |                     |  |   |            |  
| | Corporate expenses                 |   |         |  |   |                     |  | $ | (3,356,101 | )
| | Net loss for the year              |   |         |  |   |                     |  | $ | (3,356,101 | )
| |                                    |   |         |  |   |                     |  |   |            |  
| | Mineral exploration segment assets | $ | 960,729 |  | $ | 57,924              |  | $ | 1,018,653  |  
| | Corporate assets                   |   |         |  |   |                     |  |   | 2,942,183  |  
| |                                    |   |         |  |   |                     |  |   |            |  
| | Total assets                       |   |         |  |   |                     |  | $ | 3,960,836  |  

- 22 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|14. | INCOME TAX                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|    | As at December 31, 2004, the Company has non-capital
        losses of approximately $2,503,000 which may be applied against future
        income for income tax purposes. The potential future tax benefits of these
        losses have not been recorded in these financial statements. The losses
        expire as follows:

2014
      $
      1,158,4002011
      
      386,1002010
      
      760,0002009
      
      132,6002008
      
      47,4002007
      
      18,500$
      2,503,000


The reconciliation of income tax provision
  computed at statutory rates to the reported income tax provision is as follows:

| |                                                       |   | 2004     |   |   | 2003     |   |   | 2002       |  
| | ----------------------------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
| |                                                       |   |          |   |   |          |   |   |            |  
| |                                                       |   | 35.62%   |   |   | 37.62%   |   |   | 39.62%     |  
| | Income tax benefit computed at Canadian               |   |          |   |   |          |   |   |            |  
| | statutory rates                                       | $ | 703,817  |   | $ | 472,507  |   | $ | 1,329,692  |  
| | Foreign tax rates different from statutory
      rate |   | (14,902  | ) |   | (440     | ) |   | -          |  
| | Stock based compensation                              |   | (241,372 | ) |   | (219,094 | ) |   | (1,317,392 | )
| | Other differences                                     |   | 63,245   |   |   | (30,252  | ) |   | 63,698     |  
| | Unrecognized tax losses                               |   | (510,788 | ) |   | (222,721 | ) |   | (75,998    | )
| |                                                       |   |          |   |   |          |   |   |            |  
| |                                                       | $ | -        |   | $ | -        |   | $ | -          |  

Future income tax assets and liabilities
  are recognized for temporary differences between the carrying amount of the
  balance sheet items and their corresponding tax values as well as for the benefit
  of losses available to be carried forward to future years for tax purposes that
  are likely to be realized. Significant components of the Companys future
  tax assets and liabilities, after applying enacted corporate income tax rates,
  are as follows:

| |                                       |   | 2004     |   |   | 2003     |   |   | 2002    |  
| | ------------------------------------- | - | -------- | - | - | -------- | - | - | ------- | -
| |                                       |   |          |   |   |          |   |   |         |  
| | Future income tax assets              |   |          |   |   |          |   |   |         |  
| | Temporary differences
      in assets | $ | 5,248    |   | $ | 100,412  |   | $ | -       |  
| | Net tax losses carried forward        |   | 928,240  |   |   | 341,406  |   |   | 76,326  |  
| |                                       |   |          |   |   |          |   |   |         |  
| |                                       |   | 933,488  |   |   | 441,418  |   |   | 76,326  |  
| | Valuation allowance for
      future  |   |          |   |   |          |   |   |         |  
| | income tax assets                     |   | (933,488 | ) |   | (441,418 | ) |   | (76,326 | )
| |                                       |   |          |   |   |          |   |   |         |  
| | Net future income tax assets          |   | -        |   |   | -        |   |   | -       |  
| | Future income tax liabilities         |   | -        |   |   | -        |   |   | -       |  
| |                                       |   |          |   |   |          |   |   |         |  
| | Future income tax assets, net         | $ | -        |   | $ | -        |   | $ | -       |  

- 23 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|14. | INCOME TAX (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Flow-through expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Flow-through shares entitle a company that
        incurs certain resource expenditures in Canada to renounce them for tax
        purposes allowing the expenditures to be deducted for income tax purposes
        by the investors who purchased the shares. A future income tax liability
        arises from the renunciation of mineral exploration costs to investors
        of flow-through shares.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Funds raised through the issuance of flow-through
        shares are required to be expended on qualified Canadian mineral exploration
        expenditures, as defined pursuant to Canadian income tax legislation.
        In December, 2004 the Company raised $2,135,000 from the issuance of flow-
        through shares (Note 8(c)(iii)). As at December 31, 2004 no expenditures
        have been made and the Company is obligated to spend this amount on qualified
        mineral exploration expenditures in fiscal 2005. The future income tax
        liability that will arise on future renunciation of these flow- through
        expenditures is estimated to be approximately $760,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has various financial instruments
        including cash, receivables, and payables and accruals and mineral property
        purchase obligations. The fair value of all financial instruments approximates
        their recorded amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY
        ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | These consolidated financial statements have
        been prepared in accordance with Canadian GAAP, which differ from those
        principles and practices that the Company would have followed had its
        financial statements been prepared in accordance with accounting principles
        and practices accepted in the United States of America (U.S. GAAP),
        as described below.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

- 24 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|16. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
        ACCOUNTING PRINCIPLES AND PRACTICES (continued)
|--- | ----------------------------------------------------------------------------------------------------------------

develop or further explore the underlying
  properties. Due to this change in accounting policy, the Company has ceased
  amortization of the excess of the carrying over the residual value of these
  assets and account for them according to its accounting policy for property,
  plant and equipment. If this change had been adopted retroactively January 1,
  2003, it would have decreased the Companys U.S. GAAP net loss for 2003
  by $200,110 (2002: $37,875).

| | (b) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Under Canadian GAAP, future income taxes are calculated
        based on enacted or substantially enacted tax rates applicable to future
        years. Under U.S. GAAP, only enacted rates are used in the calculation
        of future income taxes. This GAAP difference did not result in a difference
        in the financial position, results of operations or cash flows of the
        Company for the years ended December 31, 2004, 2003 and 2002 and for the
        period from inception on October 3, 2001 to December 31, 2001.                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Under Canadian income tax legislation, corporations
        are permitted to issue shares whereby the corporation agrees to incur
        qualifying expenditures as defined under the Canadian Income Tax Act,
        and renounce the related income tax deductions to the investors.                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Canadian GAAP treatment of flow-through shares changed
        during 2004. Before March 2004, the funds received through the issuance
        of flow-through shares were recorded as share capital. Once the qualifying
        expenditures were made, the carrying values of both the unproven mineral
        property and the share capital were reduced by the amount of the tax benefit
        renounced, calculated at the Companys effective tax rate. As the
        Companys effective tax rate was 0% for 2004, 2003 and 2002, and
        because the Company did not issue any flow-through shares before March,
        2004, no adjustment of this nature was required.                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In March, 2004, the Canadian Institute of Chartered
        Accountants (CICA) released EIC  146 Flow-Through
        Shares, which requires the future income tax liability resulting
        from the timing differences on exploration expenditures renounced to investors
        and the resulting draw down of such future income tax liability be recorded
        as a credit to income upon renunciation of the exploration expenditures
        by the Company. EIC  146 is effective for all flow-through share
        transactions initiated after March 19, 2004.                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Canadian GAAP does not require a separate allocation
        of the amount of funds received by the Company attributable to the flow-through
        feature at the time of issue. Also, in the absence of a specific restriction
        or requirement for the funds to be held in a separate bank account, Canadian
        GAAP permits funds which are to be spent within the current period to
        be included with cash and cash equivalents for purposes of classification
        on the balance sheet and statement of cash flows. Adequate disclosure
        of the commitment to incur qualifying expenditures and renounce the related
        tax deductions is required under Canadian GAAP.

- 25 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|16. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
        ACCOUNTING PRINCIPLES AND PRACTICES (continued)
|--- | ----------------------------------------------------------------------------------------------------------------

U.S. GAAP requires the premium or discount
  from the market trading price at the time an irrevocable agreement to issue
  the flow-through shares exists, to be accounted for separately on the balance
  sheet. At the time the expenditures are renounced, the previously recorded premium
  or discount is reversed and offset against the tax provision on the income statement,
  and the deferred income tax liability on the balance sheet recorded. Also notwithstanding
  whether there is a specific requirement to segregate the funds, the flow-through
  share funds which are unexpended at the balance sheet date are considered to
  be restricted and are not considered to be cash or cash equivalents under United
  States GAAP.

Had the Company followed U.S. GAAP, the
  effect on its financial statements of the foregoing differences are set out
  below.

| |                                                          |   | December
      31, |   |   | December
      31, |  
| | -------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
| | Consolidated Balance
      Sheets                        |   | 2004               |   |   | 2003               |  
| | Assets under Canadian GAAP                               | $ | 20,670,379         |   | $ | 9,162,594          |  
| | Amortization of mineral interests under U.S. GAAP        |   | (237,985           | ) |   | (237,985           | )
| | Mineral exploration costs expensed under U.S. GAAP       |   | (9,216,837         | ) |   | (469,533           | )
| |                                                          |   |                    |   |   |                    |  
| | Assets under U.S. GAAP                                   | $ | 11,215,557         |   | $ | 8,455,076          |  
| |                                                          |   |                    |   |   |                    |  
| | Liabilities under Canadian GAAP                          | $ | 504,103            |   | $ | 514,407            |  
| | Flow-through income
      tax liability                  |   | 272,450            |   |   | -                  |  
| |                                                          |   |                    |   |   |                    |  
| | Liabilities under
      U.S. GAAP                        | $ | 776,553            |   | $ | 514,407            |  
| |                                                          |   |                    |   |   |                    |  
| | Shareholders equity, under Canadian GAAP                | $ | 20,166,276         |   | $ | 8,648,187          |  
| | Amortization of mineral interests
      under U.S. GAAP  |   | (237,985           | ) |   | (237,985           | )
| | Mineral exploration costs expensed under U.S.
      GAAP |   | (9,216,837         | ) |   | (469,533           | )
| | Flow-through income tax liability                        |   | (272,450           | ) |   | -                  |  
| |                                                          |   |                    |   |   |                    |  
| | Shareholders equity, under U.S. GAAP                    | $ | 10,439,004         |   | $ | 7,940,669          |  

- 26 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|16. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
        ACCOUNTING PRINCIPLES AND PRACTICES (continued)
|--- | ----------------------------------------------------------------------------------------------------------------

| |                                      |   | For the Period |   |   |              |   |   |              |   |   |              |  
| | ------------------------------------ | - | -------------- | - | - | ------------ | - | - | ------------ | - | - | ------------ | -
| |                                      |   | from Inception |   |   |              |   |   |              |   |   |              |  
| |                                      |   | (October 3,    |   |   | For the      |   |   | For the      |   |   | For the      |  
| |                                      |   | 2001) to       |   |   | Year Ended   |   |   | Year Ended   |   |   | Year Ended   |  
| | Consolidated Statements Of           |   | December 31,   |   |   | December 31, |   |   | December 31, |   |   | December 31, |  
| | Operations                           |   | 2003           |   |   | 2004         |   |   | 2003         |   |   | 2002         |  
| | Loss for the period, under           |   |                |   |   |              |   |   |              |   |   |              |  
| | Canadian GAAP                        | $ | (6,589,312     | ) | $ | (1,975,903   | ) | $ | (1,256,574   | ) | $ | (3,356,101   | )
| | Amortization of mineral interests    |   |                |   |   |              |   |   |              |   |   |              |  
| | under U.S. GAAP                      |   | (237,985       | ) |   | -            |   |   | (200,110     | ) |   | (37,875      | )
| | Mineral exploration costs expensed   |   |                |   |   |              |   |   |              |   |   |              |  
| | under U.S. GAAP                      |   | (9,216,837     | ) |   | (8,747,304   | ) |   | (469,533     | ) |   | -            |  
| |                                      |   |                |   |   |              |   |   |              |   |   |              |  
| | Loss for the period, under U.S. GAAP | $ | (16,044,134    | ) | $ | (10,723,207  | ) | $ | (1,926,217   | ) | $ | (3,393,976   | )

| |                                          |   | For the Period |   |   |              |   |   |              |   |   |              |  
| | ---------------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ | - | - | ------------ | -
| |                                          |   | from Inception |   |   |              |   |   |              |   |   |              |  
| |                                          |   | (October 3,    |   |   | For the      |   |   | For the      |   |   | For the      |  
| |                                          |   | 2001) to       |   |   | Year Ended   |   |   | Year Ended   |   |   | Year Ended   |  
| | Consolidated Statements Of               |   | December 31,   |   |   | December 31, |   |   | December 31, |   |   | December 31, |  
| | Cash Flows                               |   | 2003           |   |   | 2004         |   |   | 2003         |   |   | 2002         |  
| | Cash flows used in operating activities, |   |                |   |   |              |   |   |              |   |   |              |  
| | under Canadian GAAP                      | $ | (1,689,477     | ) | $ | (1,128,284   | ) | $ | (564,425     | ) | $ | 3,966        |  
| | Increased loss due to mineral            |   |                |   |   |              |   |   |              |   |   |              |  
| | exploration costs expensed under         |   |                |   |   |              |   |   |              |   |   |              |  
| | U.S. GAAP                                |   | (9,216,837     | ) |   | (8,747,304   | ) |   | (469,533     | ) |   | -            |  
| | Reclassification of funds to be expended |   |                |   |   |              |   |   |              |   |   |              |  
| | on mineral exploration                   |   | (2,135,000     | ) |   | (2,135,000   | ) |   | -            |   |   | -            |  
| | Flow-through income tax liability        |   | 272,450        |   |   | 272,450      |   |   | -            |   |   | -            |  
| |                                          |   |                |   |   |              |   |   |              |   |   |              |  
| | Cash flows used in operating activities, |   |                |   |   |              |   |   |              |   |   |              |  
| | under
      U.S. GAAP                    | $ | (12,768,864    | ) | $ | (11,738,138  | ) | $ | (1,033,958   | ) | $ | 3,966        |  
| |                                          |   |                |   |   |              |   |   |              |   |   |              |  
| | Cash flows from financing                |   |                |   |   |              |   |   |              |   |   |              |  
| | activities, under Canadian GAAP          | $ | 16,808,851     |   | $ | 11,613,771   |   | $ | 2,482,455    |   | $ | 2,711,891    |  
| | Flow-through income tax liability        |   | (272,450       | ) |   | (272,450     | ) |   | -            |   |   | -            |  
| |                                          |   |                |   |   |              |   |   |              |   |   |              |  
| | Cash flows from financing activities,    |   |                |   |   |              |   |   |              |   |   |              |  
| | under U.S. GAAP                          | $ | 16,536,401     |   | $ | 11,341,321   |   | $ | 2,482,455    |   | $ | 2,711,891    |  
| |                                          |   |                |   |   |              |   |   |              |   |   |              |  
| | Cash flows used in investing activities, |   |                |   |   |              |   |   |              |   |   |              |  
| | under Canadian GAAP                      | $ | (13,967,155    | ) | $ | (12,862,821  | ) | $ | (728,272     | ) | $ | (382,674     | )
| | Mineral exploration
      costs expensed |   |                |   |   |              |   |   |              |   |   |              |  
| | under U.S.
      GAAP                    |   | 9,216,837      |   |   | 8,747,304    |   |   | 469,533      |   |   | -            |  
| | Funds to be expended
      on            |   |                |   |   |              |   |   |              |   |   |              |  
| | mineral
      exploration                |   | 2,135,000      |   |   | 2,135,000    |   |   | -            |   |   | -            |  
| |                                          |   |                |   |   |              |   |   |              |   |   |              |  
| | Cash flows from investing activities,    |   |                |   |   |              |   |   |              |   |   |              |  
| | under U.S. GAAP                          | $ | (2,615,318     | ) | $ | (1,980,517   | ) | $ | (258,739     | ) | $ | (382,674     | )

- 27 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|16. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY
        ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | In March 2004, the Emerging Issues Task Force
        (EITF) issued EITF 04-3, Mining Assets: Impairment and
        Business Combinations. EITF 04-3 requires mining companies to consider
        cash flows related to the economic value of mining assets (including mineral
        properties and rights) beyond those assets proven and probable reserves,
        as well as anticipated market price fluctuations, when assigning value
        in a business combination in accordance with SFAS 141 and when testing
        the mining assets for impairment in accordance with SFAS 144. The consensus
        is effective for fiscal periods beginning after March 31, 2004. The Company
        believes this will have no import on the Companys financial position
        or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On December 16, 2004, the Financial Accounting
        Standards Board (FASB) issued FASB Statement No. 123 (revised
        2004), Share-Based Payment (SFAS 123(R)), which is a revision of FASB
        Statement No. 123, Accounting for Stock-Based Compensation. SFAS 123(R)
        supersedes APB Opinion No. 24, Accounting for Stock Issued to Employees,
        and amends FASB Statement No. 95, Statement of Cash Flows. Generally,
        the approach in SFAS 123(R) is similar to the approach described in Statement
        123. However, SFAS 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the income
        statement based on their fair values. Pro forma disclosure is no longer
        an alternative. As the Company currently uses the fair value method to
        account for all stock option grants, SFAS 123(R) will have no effect on
        the Companys financial statements as presented herein.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | In June 2004, the FASB issued an interpretation
        of SFAS No. 143, Accounting for Asset Retirement Obligations
        (SFAS No.143). This interpretation clarifies the scope and
        timing of liability recognition for conditional asset retirement obligations
        under SFAS No. 143 and is effective no later than the end of Fiscal 2005.
        The Company has determined that this interpretation, and the adoption
        of SFAS No. 143, will not have a material impact on the Companys
        condensed consolidated results of operations, financial position or cash
        flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | In December 2004, the FASB issued SFAS 153.
        This Statement addresses the measurement of exchanges of nonmonetary assets.
        The guidance in APB No. 29, Accounting for Nonmonetary Transactions,
        is based on the principle that exchanges of nonmonetary assets should
        be measured based on the fair value of the assets exchanged. The guidance
        in that Opinion, however, included certain exceptions to that principle.
        This Statement amends APB No. 29 to eliminate the exception for nonmonetary
        exchanges of similar productive assets and replaces it with a general
        exception for exchanges of nonmonetary assets that do not have commercial
        substance. A nonmonetary exchange has commercial substance if the future
        cash flows of the entity are expected to change significantly as a result
        of the exchange. This Statement will be effective for the Companys
        2006 fiscal year. Earlier application is permitted for nonmonetary asset
        exchanges incurred during fiscal years beginning after the date this Statement
        is issued. Management believes this Statement will have no impact on the
        financial statements of the Company once adopted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|17. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 28 -

---

|LUMINA COPPER CORP.                       
|------------------------------------------
|(An Exploration Stage Enterprise)         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|December 31, 2004
      and 2003          

|17. | SUBSEQUENT EVENTS (continued)
|--- | -----------------------------

| | • | The existing company will be renamed Regalito Copper
        Corp. and will hold the Regalito property (Note 5(a)).                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                 
| | • | Northern Peru Copper Corp. will hold the Galeno and
        Pashap properties (Notes 5(d) and (e)).                                             
| |   |                                                                                                                                                 
| | • | Continental Copper Corp. will hold the Vizcachitas,
        Relincho, Taca Taca and San Jorge properties (Notes 5(b), (c), (f) and
        (g)).
| |   |                                                                                                                                                 
| | • | Lumina Resources Corp. will hold the Casino, Redstone
        and Hushamu properties (Notes 5(h), (i) and (j)).                                 

Under the proposed reorganization, shareholders
  of record for a shareholders meeting expected to be held in late April
  or May, 2005 will receive one new share of the three new companies for each
  share held in the existing company, in addition to their existing shareholdings.

The proposed reorganization is subject
  to court, shareholder and regulatory approval.

| | (b) | Property acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Pursuant to a letter agreement dated February
        3, 2005, the Company obtained an option to acquire a 100% interest in
        54 mineral claims located on Vancouver Island, British Columbia, Canada
        in consideration of cash payments in the aggregate of $200,000, payable
        over a three year period ($20,000 paid). Should a production decision
        be made, an additional $800,000, payable in cash or in shares of the Company,
        will be paid to the optionor. The mineral claims comprise 14,600 hectares
        surrounding the Companys Hushamu Property (Note 5(j)).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | As additional consideration for this option,
        the Company granted the right to the optionor to explore and exploit the
        Hushamu claims for non-metallic industrial minerals, subject to the Companys
        right to terminate such activities should such right conflict with the
        Companys plans for the property.                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Issuance of securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 29 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

Lumina Copper Corp. (Lumina or the Company)
  is a resource exploration company with a focus on developing and advancing copper
  exploration projects in North and South America. Luminas head office is
  located in Vancouver, Canada. Until July 13, 2004, the Companys common
  shares traded on the TSX Venture Exchange under the symbol LUM.
  On July 13, 2004, the Companys common shares were delisted from the TSX
  Venture Exchange and on July 14, 2004, the Companys common shares commenced
  trading on the Toronto Stock Exchange (TSX) under the symbol LCC.
  On May 10, 2004, the Companys common shares commenced trading on the American
  Stock Exchange (AMEX) under the symbol LCC.

This managements discussion and analysis (MD&A)
  focuses on significant factors that affected Lumina Copper Corp. and its subsidiaries
  (collectively Lumina or the Company) during the year
  ended December 31, 2004 and to the date of this report. The MD&A supplements,
  but does not form part of, the audited consolidated financial statements of
  the Company and the notes thereto for the year ended December 31, 2004. Consequently,
  the following discussion and analysis should be read in conjunction with the
  audited consolidated financial statements for the year ended December 31, 2004
  and the notes thereto. All amounts presented in this MD&A are in Canadian
  dollars unless otherwise indicated.

The information in the MD&A may contain forward-looking statements.
  Such forward-looking statements are subject to known and unknown risks, uncertainties
  and other factors that may cause actual results to differ materially from those
  implied by the forward-looking statements. Readers are cautioned not to place
  undue reliance on these forward-looking statements, which speak only as of the
  date the statements were made, and readers are advised to consider such forward-looking
  statements in light of the risks as set forth below.

Proposed Reorganization

On February 2, 2005, Lumina announced its intention to proceed
  with a reorganization of the Company, by way of a statutory plan of arrangement,
  which will have the result of dividing its present mineral resource assets amongst
  four separate public companies: Lumina, Northern Peru Copper Corp. (Norco),
  Global Copper Corp. (Global) and Lumina Resources Corp. (Lumco).

The proposed reorganization contemplates a structure as described
  in the following:

| | • | The existing company will be renamed Regalito Copper
        Corp. and will hold the Regalito property.
| | - | -------------------------------------------------------------------------------------------------------
| | • | Norco will hold the Galeno and Pashap properties.                                                      
| | • | Global will hold the Relincho, Vizcachitas, Taca Taca
        and San Jorge properties.                
| | • | Lumco will hold the Casino, Redstone and Hushamu properties.                                           

Under the proposed reorganization, on the effective date of the
  reorganization shareholders will receive one new share of the three new companies
  for each share held in the existing company, in addition to their existing shareholdings.

The proposed reorganization is subject to court, shareholder
  and regulatory approval.

Significant Events, Transactions and Activities on Mineral
  Properties

In order to better understand Luminas financial results,
  it is important to gain an appreciation for the significant events, transactions
  and activities on mineral properties which had occurred during the year ended
  December 31, 2004 and to the date of this MD&A. Activity during fiscal 2004
  was primarily focused on a drilling program at Luminas Regalito property.

- 1 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

CHILE

Regalito Property

In February 2004, the Company initiated a drilling program at
  the Regalito property. The program was completed by the end of October and consisted
  of approximately 32,189 meters of drilling in 114 core and reverse circulation
  holes. The primary purpose of the program was to delineate the extent of the
  copper oxide and supergene enrichment zones within the deposit. Based upon the
  drilling completed by Lumina and that completed by previous operators, a mineral
  resource estimate, compliant with National Instrument 43-101, was compiled by
  an independent Qualified Person and audited by AMEC. The mineral resource, details
  of which are contained within a Technical Report completed by AMEC and filed
  on SEDAR (www.sedar.com), estimates measured and indicated resources of 628
  million tonnes grading 0.43% copper and inferred resources of 131 million tonnes
  grading 0.41% copper, at a cutoff grade of 0.25% copper.

Since initiating the Regalito work program, the Company has spent
  approximately US$6 million advancing the property. This work has included: the
  drill program to delineate the resource; a metallurgical test program that to
  date has completed leachability test work on all of the drill assays, bottle
  roll testing to confirm leachability and a preliminary leaching facility layout
  study has been completed with the assistance of Vector Engineering.

The 2005 work program will focus on evaluating the economic viability
  of a large scale mining and leaching operation at Regalito. Metallurgical test
  work is ongoing, with the bulk column-testing program that began in January
  2005 and will run for most of the year. A Prefeasibility Study, managed by Hatch
  (Chile), to evaluate the viability of a mining operation producing approximately
  150,000 tonnes per year of copper cathode will commence during the second half
  of the year as data from the bulk column testing becomes available.

Relincho Property

The Company did not complete any major exploration program at
  Relincho in 2004. The work program on the property comprised an internal mineral
  resource estimate on the oxide mineralization at the property, a preliminary
  economic evaluation, with the assistance of AMEC, on the viability of developing
  a mining operation at the property and a small geophysics program.

Currently there are no plans in place to conduct any exploration
  on the property in 2005.

Vizcachitas Property

No exploration work was conducted on the Vizcachitas Property
  during 2004 and there are, currently, no plans to conduct any exploration work
  on the property in 2005.

PERU

Galeno Property

In March 2004, Lumina acquired the Molino concession that borders
  the Companys Galeno concession. The Molino concession contains extensions
  to the Galeno copper/gold porphyry. The Company conducted no significant exploration
  on the property in 2004.

In 2005 Lumina plans to conduct an exploration-drilling program
  at Galeno. The size and budget for the program will be dictated by the results
  received from the initial drilling. The program is planned to begin in May.

- 2 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

Pashpap Property

The Company completed no significant exploration work on the
  property in 2004 and currently has no plans to conduct exploration on the property
  in 2005.

ARGENTINA

Taca Taca Property

Lumina did not complete any significant exploration work at the
  property in 2004. Small regional geophysical, relogging and surface sampling
  programs were completed. There are no plans to conduct any exploration on the
  property in 2005.

San Jorge Property

No exploration work was conducted on the property in 2004. There
  are no exploration programs currently planned for 2005.

CANADA

Casino Property

No exploration work was conducted at Casino during 2004 and no
  work is planned for 2005.

Redstone Property

No exploration work was conducted at Redstone during 2004. The
  company is currently evaluating the merits of conducting an exploration program
  on the property during the summer of 2005.

Hushamu Property

No exploration work was conducted on the property in 2004. Maintenance
  work on preserving the core was completed during the 4th quarter
  and a preliminary economic evaluation, with the assistance of AMEC was completed
  during the year. In 2005, the Company plans on conducting a detailed regional
  exploration program that will lead to an exploration-drilling program in the
  second half of the year.

Financial Results From Operations

The Company incurred a net loss of $1,975,903 for the year ended
  December 31, 2004 compared to a net loss of $1,256,574 for the year ended December
  31, 2003. This increase of $719,329 is a result of a full year of operations.
  Lumina was formed on May 23, 2003 pursuant to the reverse take-over of First
  Trimark Ventures Inc. by CRS Copper Resource Corp. Consequently, the expenses
  for fiscal 2003 were not representative of a full year of comparative operations
  and all expenditures for fiscal 2004 were significantly higher than expenditures
  incurred during fiscal 2003. In addition, the Company incurred significant legal,
  audit and regulatory expenses in connection with its listings on the TSX and
  AMEX Exchanges, which expenses will not be recurring.

The Companys general and administrative expenses for the
  year ended December 31, 2004 were $1,955,287 compared to $1,287,848 for the
  year ended December 31, 2003.

- 3 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

Significant expenditures were incurred in fiscal 2004 for investor
  relations and corporate development activities, as well as for legal, audit
  and regulatory fees. Investor relations and corporate development activities
  were incurred in connection with the Companys attendance and participation
  at trade shows and conferences, the preparation of trade show material and publications
  and other activities to increase awareness about the Company, its properties
  and its activities amongst Canadian and United States based fund managers and
  investors. These services were performed by Company personnel as well as professional
  contractors. Legal, audit and regulatory fees increased by approximately $189,000,
  due to the Company acquiring listings for its common shares on the TSX and AMEX
  Exchanges.

During 2004, the Company recorded stock-based compensation of
  $529,630 in connection with incentive stock options that vested during the year
  and $148,000 in connection with Founders Units, for an aggregate expense
  of $677,630 (2003 - $582,387). Included in the share capital of CRS at May 22,
  2003, were 600,000 Founders Units that were issued into escrow under a
  Voluntary Pooling Agreement (VPA Founders Units). These units
  are released from escrow on the basis of one-third per year commencing November
  22, 2002. The compensation expense related to the VPA Founders Units,
  recorded at their fair value of $0.75 per unit less the nominal consideration
  of $0.01 per unit received, is recognized evenly over the period that these
  units are released from escrow under a Voluntary Pooling Agreement.

Interest income of $80,226 (2003 - $46,141) was earned during
  fiscal 2004; the increase was due to Lumina having higher cash reserves throughout
  the 2004 fiscal year than during 2003. No property costs were written-off in
  fiscal 2004. In 2003, the Company wrote off costs incurred on the OK Property,
  in the amount of $49,491, pursuant to the termination of an option on the property.

The financial information referenced below has been prepared
  in accordance with Canadian generally accepted accounting principles (Canadian
  GAAP). The significant accounting policies are outlined within Note 2 to the
  audited consolidated financial statements of the Company for the year ended
  December 31, 2004. These accounting policies have been applied consistently
  for the year ended December 31, 2004.

|                                          |   | Year Ended   |   |   | Year Ended   |   |   | Year Ended   |  
|----------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                          |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                          |   | 2004         |   |   | 2003         |   |   | 2002         |  
|                                          |   |              |   |   |              |   |   |              |  
|Revenue                                   | $ | -            |   | $ | -            |   | $ | -            |  
|General & administration expenses         |   | 1,955,287    |   |   | 1,287,848    |   |   | 3,358,657    |  
|Other income (expenses)                   |   | (20,616      | ) |   | 31,274       |   |   | 2,556        |  
|Loss for the year                         |   | (1,975,903   | ) |   | (1,256,574   | ) |   | (3,356,101   | )
|                                          |   |              |   |   |              |   |   |              |  
|Working capital                           |   | 2,782,864    |   |   | 3,010,783    |   |   | 2,423,200    |  
|                                          |   |              |   |   |              |   |   |              |  
|Properties:                               |   |              |   |   |              |   |   |              |  
|Acquisition and deferred exploration cost |   | 17,324,715   |   |   | 5,598,592    |   |   | 1,018,653    |  
|                                          |   |              |   |   |              |   |   |              |  
|Equipment                                 |   | 58,697       |   |   | 38,812       |   |   | 9,000        |  
|                                          |   |              |   |   |              |   |   |              |  
|Shareholders equity:                     |   |              |   |   |              |   |   |              |  
|Share capital                             |   | 24,476,047   |   |   | 11,523,003   |   |   | 6,370,469    |  
|Contributed surplus                       |   | 10,485       |   |   | 10,485       |   |   | -            |  
|Unexercised stock options                 |   | 925,583      |   |   | 436,097      |   |   | -            |  
|Warrants                                  |   | 1,343,473    |   |   | 1,292,011    |   |   | -            |  
|                                          |   |              |   |   |              |   |   |              |  
|Deficit                                   |   | (6,589,312   | ) |   | (4,613,409   | ) |   | (3,356,835   | )
|                                          |   |              |   |   |              |   |   |              |  
|Basic and diluted loss per share          |   | (0.16        | ) |   | (0.21        | ) |   | (0.41        | )

- 4 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

The table below sets out the quarterly results for the past 7
  quarters. Results for the periods prior to June 30, 2003 (prior to the completion
  of the RTO with CRS Copper Resource Corp. on May 23, 2003) have not been presented
  as the information is not considered meaningful.

Dec. 31,
      
      
      Sep. 30,
      
      
      Jun. 30,
      
      
      Mar. 31,
      
      
      Dec. 31,
      
      
      Sep. 30,
      
      
      Jun. 30,Three months ended:
      
      2004
      
      
      2004
      
      
      2004
      
      
      2004
      
      
      2003
      
      
      2003
      
      
      2003Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      
      -General & administrativeexpenses
      
      809,841
      
      
      339,447
      
      
      544,725
      
      
      261,274
      
      
      796,025
      
      
      209,910
      
      
      154,395Other income (expenses)
      
      3,768
      
      
      (70,299
      )
      
      38,089
      
      
      7,826
      
      
      27,638
      
      
      (12,222
      )
      
      3,739Loss for the period
      
      (806,073
      )
      
      (409,746
      )
      
      (506,636
      )
      
      (253,448
      )
      
      (768,387
      )
      
      (222,132
      )
      
      (150,656
      )Basic and diluted lossper share
      
      (0.07
      )
      
      (0.03
      )
      
      (0.04
      )
      
      (0.02
      )
      
      (0.08
      )
      
      (0.02
      )
      
      (0.04
      )


Critical Accounting Policies

The accounting policies described below are in accordance with
  Canadian GAAP, which differ in certain practices to U.S. GAAP. The reader is
  directed to the Note 16 of the consolidated financial statements for the year
  ended December 31, 2004 for a comparison and a reconciliation of the differences
  between Canadian and U.S. GAAP.

Accounting policies of most significance to Lumina relate to
  its policies for accounting for mineral property costs and for the recognition
  of stock-based compensation.

Mineral property costs

The Company capitalizes all costs related to investments in mineral
  property interests on a property by property basis. Such costs include mineral
  property acquisition costs and exploration and development expenditures, net
  of any recoveries. Costs are deferred until such time as the extent of mineralization
  has been determined and mineral property interests are either developed, the
  property sold or the mineral rights are allowed to lapse.

During the year, the capitalized costs are reviewed on a property
  by property basis to consider whether there are any conditions that may indicate
  impairment. When the carrying value of a property exceeds its net recoverable
  amount estimated by quantifiable evidence of an economic geological resource
  or reserve, joint venture expenditure commitments or the Companys assessment
  of its ability to sell the property for an amount less than the deferred costs,
  the property is written down for the impairment in value.

From time to time the Company may acquire or dispose of a mineral
  property interest pursuant to the terms of an option agreement. Where the options
  are exercisable entirely at the discretion of the Company or the optionee, the
  amounts payable or receivable are recorded as property costs or recoveries when
  the payments are made or received.

Capitalized costs will be depleted over the useful lives of the
  properties upon commencement of commercial production or written off if the
  properties are abandoned or the claims allowed to lapse.

Stock based compensation

The Company follows the fair value method for recording stock-based
  compensation. Fair value is estimated using the Black-Scholes Option Pricing
  Model. Option pricing models require the input of highly subjective assumptions
  including the expected price volatility. Changes in the subjective input assumptions
  can materially affect the fair value estimate, and therefore the existing models
  do not

- 5 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

necessarily provide a reliable single measure of the fair value
  of the Companys stock options or other stock awards.

Liquidity and Capital Resources

As at December 31, 2004 the Company had cash and cash equivalents
  of $1,092,038 and working capital of $2,782,864, compared to cash and cash equivalents
  of $3,469,372 and working capital of $3,010,783 at December 31, 2003. Included
  in working capital at December 31, 2004 is $2,135,000 of cash which was raised
  pursuant to the issue of flow-through shares. These funds are committed for
  expenditure on qualified Canadian mineral exploration expenditures. Other working
  capital items include receivables of $17,449, prepaid expenses of $42,480 and
  current liabilities of $504,103.

The Company has no long-term debt obligations.

For the year ended December 31, 2004, the Company spent $1,128,284
  (2003 - $564,425) on operating activities on a cash basis. Cash provided by
  financing activities totalled $11,613,771, which consisted of cash received
  from the issuance of common shares during the year of $11,996,109 less the payment
  of the remaining obligation on the Redstone property of $382,338. Cash used
  in investing activities totalled $12,862,821, consisting of $33,749 for the
  purchase of equipment, $10,694,072 expended for mineral property expenditures
  and the committed flow-through funds of $2,135,000. Of the amount spent on mineral
  property expenditures, a total of $7,799,743 was expended on the Regalito property,
  on which a significant drilling program was conducted.

The capital requirements of the Company are met primarily by
  equity proceeds. In January, 2004, the Company completed a private placement
  consisting of 2,030,200 units issued at a price of $4.25 per unit. The Company
  received proceeds of $8,152,153, net of agents fees and other issue costs
  in the aggregate of $476,197. Each unit consisted of one common share and one-half
  share purchase warrant with each whole warrant exercisable to acquire one additional
  common share at a price of $5.50 to January 8, 2006. The net proceeds of the
  financing were used to fund current projects and for general working capital
  purposes.

In December, 2004 the Company completed a private placement and
  issued 350,000 flow-through common shares at a price of $6.10 per share for
  proceeds of $1,973,219, net of agents commissions, fees and other issue
  costs in the amount of $161,781. As discussed above, the Company is obligated
  to expend the gross proceeds from this financing, of $2,135,000, on qualified
  Canadian mineral property expenditures.

During 2004, the Company also issued 1,166,625 common shares
  for cash proceeds of $1,749,937, pursuant to the exercise of warrants, and issued
  75,533 common shares for cash proceeds of $120,800, pursuant to the exercise
  of options.

Subsequent to December 31, 2004 and to the date of this report,
  the Company has issued an additional 5,215,133 common shares for cash proceeds
  of $13,220,600, pursuant to the exercise of warrants and options.

Based on the Companys working capital at December 31, 2004
  of $2,782,864 and the $13,220,600 of funds raised subsequent to the year end,
  management believes that the Companys liquid assets are sufficient to
  achieve the Companys planned corporate and administrative expenses for
  the ensuing year.

Share Capital

Issued and outstanding common shares as at December 31, 2004
  was 15,093,809. Subsequent to December 31, 2004 and to the date of this report,
  the Company issued 5,215,133 common shares pursuant to the exercise of warrants
  and options, 20,000 common shares for fees accrued to

- 6 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

management and 100,000 shares in connection with its acquisition
  of the Taca Taca Property. The total issued and outstanding common shares as
  at March 21, 2005 was 20,428,942.

At December 31, 2004, the Company had options outstanding for
  the acquisition of 1,012,533 common shares having a weighted average exercise
  price of $3.40 per share. Subsequent to the year end, the Company issued options
  to acquire 20,000 common shares and cancelled options to acquire 50,000 common
  shares. As well, options were exercised for the acquisition of 92,533 common
  shares. As at March 21, 2005, the Company had outstanding options for the acquisition
  of up to 890,000 common shares having a weighted average exercise price of $3.31
  per share.

As at December 31, 2004, the Company had warrants outstanding
  for the acquisition of 5,482,600 warrants having a weighted average exercise
  price of $2.47 per share. Subsequent to the year end, a total of 5,122,600 warrants
  were exercised. The Company also issued warrants to acquire 100,000 common shares
  at a price of $9.22 per share in connection with its acquisition of the Casino
  property. As at March 21, 2005 the Company had warrants outstanding for the
  acquisition of up to 460,000 common shares having a weighted average exercise
  price of $3.15 per share.

Related Party Transactions

The Company paid or owes $181,700 (2003 - $125,000) for management
  and geological consulting services to a director and a company controlled by
  a director. As at December 31, 2004 accrued liabilities include $56,700 of these
  fees.

Risks and Uncertainties

The following risks relate specifically to the Company's business
  and should be considered carefully. The Company's business, financial condition
  and results of operations could be materially and adversely affected by any
  of the following risks.

|(1) | The Company's limited operating history makes it
        difficult to evaluate the Companys current business and forecast
        future results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has only a limited operating history on
        which to base an evaluation of the Company's current business and prospects,
        each of which should be considered in light of the risks, expenses and
        problems frequently encountered in the early stages of development of
        all companies. This limited operating history leads the Company to believe
        that period-to-period comparisons of its operating results may not be
        meaningful and that the results for any particular period should not be
        relied upon as an indication of future performance.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | The mineral properties of the Company are in the
        exploration stage only and consequently exploration of the Companys
        mineral properties may not result in any discoveries of commercial bodies
        of mineralization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The property interests owned by the Company or in which
        it has an option to earn an interest are in the exploration stages only,
        are without known bodies of commercial mineralization and have no ongoing
        mining operations. Mineral exploration involves a high degree of risk
        and few properties which are explored are ultimately developed into producing
        mines. Exploration of the Companys mineral exploration may not result
        in any discoveries of commercial bodies of mineralization. If the Companys
        efforts do not result in any discovery of commercial mineralization, the
        Company will be forced to look for other exploration projects or cease
        operations.

- 7 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|(3) | Maintaining current copper prices for a sustained
        period of time will be required in order to render the Companys
        current mineral properties economically viable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The cornerstone of the Companys strategy was to
        acquire and hold non-economic properties containing ore and await higher
        metal prices to render those properties of higher value. The rise in the
        copper price has potentially made some of the Companys projects
        economically viable. However, higher copper prices will need to be maintained
        for a sustained period of time in order to render the Companys current
        mineral properties economically viable. In the event higher mineral prices
        are not maintained for a sustained period of time in order to render the
        Companys properties economically viable the Companys economic
        prospects will significantly suffer and the Company will be forced to
        look for other exploration projects or cease operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4) | The Company has no significant source of operating
        cash flow and failure to generate revenues in the future could cause the
        Company to go out of business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | As none of the Companys mineral properties currently
        have mineralization reserves the Company has no revenues from operations.
        The Company has limited financial resources. The Companys ability
        to achieve and maintain profitability and positive cash flow is dependent
        upon the Companys:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | • | ability to locate a profitable mineral property;
| | - | ------------------------------------------------
| | • | ability to generate revenues; and               
| | • | ability to reduce exploration costs.            

|    | Based upon current plans, the Company expects to incur
        operating losses in future periods. This will happen because there are
        continuing expenses associated with the holding and exploration of the
        Companys mineral properties. The Company may not be successful in
        generating revenues in the future. Failure to generate revenues could
        cause the Company to go out of business.                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Additional funds raised by the Company through the issuance
        of equity or convertible debt securities will cause the Companys
        current stockholders to experience dilution. Such securities may grant
        rights, preferences or privileges senior to those of the Companys
        common stockholders.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company does not have any contractual restrictions
        on its ability to incur debt and, accordingly, the Company could incur
        significant amounts of indebtedness to finance its operations. Any such
        indebtedness could contain covenants, which would restrict the Companys
        operations. The Company does not plan on entering into any debt obligations
        in the next twelve months.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | The possibility of any of the Companys mineral
        properties ever having ore reserves is extremely remote                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has no known ore reserves. The possibility
        of any of the Companys mineral properties ever having ore reserves
        is extremely remote and any funds spent on exploration will probably be
        lost. The Companys success depends upon finding and developing an
        ore reserve. If the Company does not find an ore reserve containing copper,
        precious or non-precious metals, either because it does not have the money
        to do so or because it is not economically feasible to do it, the Company
        will cease operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(6) | Government expropriation or regulation may prevent
        or restrict mining of any of the Companys mineral deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Even if the Companys mineral properties are proven
        to host economic reserves of copper or other precious or non-precious
        metals, factors such as governmental expropriation or regulation may                                                                                                                                                                                                                                                                                                                                                                       

- 8 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|    | prevent or restrict mining of any such deposits. Exploration
        and mining activities may be affected in varying degrees by government
        policies and regulations relating to the mining industry. Any changes
        in regulations or shifts in political conditions are beyond the control
        of the Company and may adversely affect its business. Operations may be
        affected in varying degrees by government regulations with respect to
        restrictions on production, price controls, export controls, income taxes,
        expropriation of property, environmental legislation and mine safety.                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | The Company has no history of generating revenues
        and the continuing failure to generate revenues could cause the Company
        to cease operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company has no history of pre-tax profit. None of
        the Companys mineral properties have ore reserves. The Company sustained
        operating losses for each of the fiscal years ended December 31, 2004,
        2003, 2002 and 2001 of $1,975,903, $1,256,574, $3,356,101 and $734 respectively.
        The continued operation of the Company will be dependent upon its ability
        to generate operating revenues and to procure additional financing. The
        Company may not be successful in generating revenues or raising capital
        in the future. Failure to generate revenues or raise capital could cause
        the Company to cease operations.                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(8) | Seven of the Companys mineral properties are
        in foreign countries and as such that portion of Companys business
        may be exposed to various levels of political, economic and other risks
        and uncertainties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Seven of the Companys mineral properties are located
        in Argentina, Chile and Peru. As a portion of the Companys business
        is carried on in a number of foreign countries it is exposed to various
        levels of political, economic and other risks and uncertainties. These
        risks and uncertainties include, but not limited to, terrorism, hostage
        taking, military repression, expropriation, changing tax laws, extreme
        fluctuations in currency exchange rates, high rates of inflation and labour
        unrest. Peru, Chile and Argentinas status as developing countries
        may make it more difficult for the Company to obtain any required exploration
        financing for its Peruvian, Chilean and Argentinean projects.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Changes, if any, in mining or investment policies or
        shifts in political attitude in Peru, Chile or Argentina may adversely
        affect the Companys operations in these countries. Operations may
        be effected in varying degrees by government regulations with respect
        to, but not limited to restrictions on expropriation of property, foreign
        investment, maintenance of claims, environmental legalisation, land use
        and land claims of local people.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Failure to comply strictly with applicable laws, regulations
        and local practices relating to mineral right applications and tenure
        could result in loss, reduction or expropriation of entitlements, or the
        imposition of additional local or foreign parties as joint venture partners
        with carried or other interests.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The occurrence of these various factors and uncertainties
        cannot be accurately predicted and could have an adverse effect on the
        Companys operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(9) | There are risks relating to an uncertain or unpredictable
        political environment in Argentina Chile and Peru which may affect the
        Companys operations in that country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Some of the Companys mineral properties are located
        in Argentina Chile and Peru. There are risks relating to an uncertain
        or unpredictable political environment in Argentina and Chile. In the
        short term, significant macroeconomic instability in the region is expected
        to negatively impact on the business environment and may lead to longer
        term negative changes in the national approach                                                                                                                                                                                                                                                                                                                                                

- 9 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|     | taken to ownership by foreign companies of natural resources.
        Argentina recently suffered severe economic difficulties including significant
        currency devaluation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | In response to the political and economic instability
        in Argentina, in January 2002 the Argentinean government announced the
        abandonment of the one-to-one peg of the Argentina peso to the US dollar.
        During the economic crisis Argentina defaulted on foreign debt repayments
        and, from November 2002 to January 2003 Argentina defaulted on the repayment
        on a number of official loans to multinational organizations. In January
        2003, the International Monetary Fund agreed to reschedule certain debt
        owned by Argentina and approved a short term credit line to repay debts
        to multinational organizations that could not be postponed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | There is the risk of political violence and increased
        social tension in both Argentina and Peru as a result of the economic
        crisis in Argentina and because both countries have experienced increased
        civil unrest, crime and labour unrest. Roadblocks by members of the local
        communities, unemployed people and unions can occur on most national and
        provincial routes without notice. Civil disruptions may become more frequent
        if the economic situation in Argentina and Peru continues to deteriorate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(10) | As the Company is a Canadian company it may be difficult
        for U.S. shareholders of the Company to effect service on the Company
        or to realize on judgements obtained against the Company in the United
        States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The Company is a Canadian corporation. All of its directors
        and all but one of its officers are residents of Canada and a significant
        part of its assets are, or will be, located outside of the United States.
        As a result, it may be difficult for shareholders resident in the United
        States to effect service within the United States upon the Company, directors,
        officers or experts who are not residents of the United States, or to
        realize in the United States judgments of courts of the United States
        predicated upon civil liability of any of the Company, directors or officers
        under the United States federal securities laws. If a judgment is obtained
        in the U.S. courts based on civil liability provisions of the U.S. federal
        securities laws against the Company or its directors or officers, it will
        be difficult to enforce the judgment in the Canadian courts against the
        Company and any of the Companys non-U.S. resident executive officers
        or directors. Accordingly, United States shareholders may be forced to
        bring actions against the Company and its respective directors and officers
        under Canadian law and in Canadian courts in order to enforce any claims
        that they may have against the Company or its directors and officers.
        Nevertheless, it may be difficult for United States shareholders to bring
        an original action in the Canadian courts to enforce liabilities based
        on the U.S. federal securities laws against the Company and any of the
        Companys non-U.S. resident executive officers or directors.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(11) | The mineral exploitation industry is intensely competitive
        in all its phases and the Company competes with many companies possessing
        greater financial resources and technical facilities than itself                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The mineral exploitation industry is intensely competitive
        in all its phases. The Company competes with many companies possessing
        greater financial resources and technical facilities than itself for the
        acquisition of mineral concessions, claims, leases and other mineral interests
        as well as for the recruitment and retention of qualified employees. In
        addition, there is no assurance that even if commercial quantities of
        minerals are discovered, a ready market will exist for their sale. Factors
        beyond the control of the Company may affect the marketability of any
        minerals discovered. These factors include market fluctuations, the proximity
        and capacity of natural resource markets and processing equipment, international
        economic and political trends, expectations of inflation, currency exchange
        fluctuations (specifically, the U.S. dollar relative to other currencies),
        interest rates and global or regional consumption patterns, speculative
        activities, government regulations,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 10 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|     | including regulations relating to prices, taxes, royalties,
        land tenure, land use, importing and exporting of minerals and environmental
        protection. The exact effect of these factors cannot be accurately predicted,
        but the combination of these factors may result in the Company not receiving
        an adequate return on invested capital or losing its invested capital.
        As the Company is in the exploration stage, the above factors have had
        no material impact on operations or income. It is a key part of the Companys
        strategy to acquire and hold non-economic properties containing ore and
        await higher mineral prices to render those properties of higher value.
        In the event higher mineral prices do not occur the Companys economic
        prospects will significantly suffer. 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(12) | Substantial expenditures are required to be made
        by the Company to establish ore reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Substantial expenditures are required to establish ore
        reserves. These expenditures include the costs of drilling, sampling,
        bulk sampling, metallurgical testing, cost estimating, economic evaluations,
        market and environmental studies, cost estimating, economic evaluation,
        and market and environmental studies which have to be completed before
        an ore reserve can be designated.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(13) | The Company does not presently have insurance covering
        any of its mineral properties and as a consequence could incur considerable
        costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Mineral exploration involves risks, which even a combination
        of experience, knowledge and careful evaluation may not be able to overcome.
        Operations in which the Company has a direct or indirect interest may
        be subject to all the hazards and risks normally incidental to exploration
        of precious and non-precious metals, any of which could result in work
        stoppages, damage to property, and possible environmental damage. The
        Company does not presently have insurance covering any of its mining properties
        and does not presently intend to obtain liability insurance. As a result
        of not having insurance, the Company could incur significant costs that
        could have a materially adverse effect upon its financial condition and
        even cause the Company to cease operations.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | To date, the Company has not experienced any material
        losses due to hazards arising from its operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(14) | The Companys mineral properties may be subject
        to prior unregistered agreements or transfers or native land claims and
        as such title to some of the Companys mineral properties may be
        affected                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Although the Company has sought and received such representations
        as it has been able to achieve from vendors in connection with the acquisition
        of or options to acquire an interest in its mining properties and has
        conducted its own investigation of legal title to each such property,
        the mining properties may be subject to prior unregistered agreements
        or transfers or native land claims and title may be affected by undetected
        defects.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(15) | Certain mineral right holdings are currently the
        subject of litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Two of the Companys mineral right holdings are
        the subject of ongoing litigation. The holdings, the San Jose Claims on
        the San Jorge property and the El Molino Claims at the Galeno Property
        are not considered by management to be material to the development of
        the properties but could limit the expansion of the known mineral resources.
        Management believes it will successfully defend both suits.                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(16) | All phases of the Companys operations in Canada,
        Peru, Argentina and Chile are subject to environmental regulations which
        may cause the Company to invoke stricter standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | All phases of the Companys operations in Canada,
        Peru, Argentina and Chile are subject to environmental regulations. Environmental
        legislation in Canada is evolving in a manner which may                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 11 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|     | require stricter standards and enforcement, increased
        fines and penalties for non-compliance, more stringent environmental assessments
        of proposed projects and a heightened degree of responsibility for companies
        and their officers, directors and employees. Legislation and regulations
        implemented by the Ministry of Energy and Mines directly affect the mining
        industry in the Province of British Columbia, where the Companys
        Hushamu property is located. Legislation and regulations implemented by
        the Department of Resources, Wildlife and Economic Development directly
        affects the mining industry in the Northwest Territories, where the Companys
        Redstone Property is located. Legislation and regulations implemented
        by the Department of Energy, Mines and Resources affects the mining industry
        in the Yukon where the Companys Casino Property is located. The
        General Mining Law of Peru is the primary body of law with regard to environmental
        regulation, where the Companys Pashpap and El Galeno properties
        are located. The Environmental Protection Mining Code of Argentina, enacted
        in 1995, is the primary body of law with regard to environmental regulation,
        where the Companys Taca Taca and San Jorge properties are located.
        The Degree Law Number 1,349 of Chile is the primary body of law with regard
        to environmental regulation, where the Companys Regalito, Relincho
        and Vizcachitas properties are located. See Item 4(B) 
        Business Overview.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Although compliance with such laws is not presently
        a significant factor in the Companys operations, compliance with
        future changes in environmental regulation, if any, may adversely affect
        the Companys operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(17) | The price of copper, base and precious metals has
        fluctuated widely in recent years and may adversely affect the economic
        viability of any of the Companys mineral properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The Companys revenues, if any, are expected to
        be in large part derived from the mining and sale of copper and other
        precious and non-precious metals. The price of those commodities has fluctuated
        widely, particularly in recent years, and is affected by numerous factors
        beyond the Companys control including international economic and
        political trends, expectations of inflation, currency exchange fluctuations,
        interest rates, consumption patterns, speculative activities and increased
        production due to new mine developments and improved mining and production
        methods. The effect of these factors on the price of copper, base and
        precious metals and therefore the economic viability of any of the Companys
        mining properties, cannot be accurately predicted but may adversely affect
        the Companys operation and its ability to raise capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(18) | The Companys future performance is dependent
        on key personnel. The loss of the services of any of the Companys
        executives or Board of Directors could have a material adverse effect
        on the Company business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The Companys performance is substantially dependent
        on the performance and continued efforts of the Companys executives
        and its Board of Directors. The loss of the services of any of the Companys
        executives or Board of Directors could have a material adverse effect
        on the Company business, results of operations and financial condition.
        The Company currently does not carry any key person insurance on any of
        the board of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(19) | The Company has not declared any dividends since
        its inception in 2000, and has no present intention of paying any cash
        dividends on its common stock in the foreseeable future                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The Company has not declared any dividends since its
        inception in 2000, and has no present intention of paying any cash dividends
        on its common stock in the foreseeable future. The payment by the Company
        of dividends, if any, in the future, rests in the discretion of the Company's
        Board of Directors and will depend, among other things, upon the Company's
        earnings, its capital requirements and financial condition, as well as
        other relevant factors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

- 12 -

---

|                                     |               
|------------------------------------ | --------------
|Managements Discussion and Analysis |               
|Year Ended December 31, 2004         | March 21, 2005
|                                     |               

|(20) | The possible issuance of additional shares may impact
        the value of the Company stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The Company is authorized to issue up to 100,000,000
        shares of common stock without par value. It is the Company's intention
        to issue more shares. Sales of substantial amounts of common stock (including
        shares issuable upon the exercise of stock options, the conversion of
        notes and the exercise of warrants), or the perception that such sales
        could occur, could materially adversely affect prevailing market prices
        for the common stock and the ability of the Company to raise equity capital
        in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(21) | Certain of the Company's directors are also directors,
        officers or shareholders of other companies that are engaged in the business
        of acquiring, developing and exploiting natural resource properties and
        accordingly conflicts of interest may arise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Certain of the Company's directors are also directors,
        officers or shareholders of other companies that are engaged in the business
        of acquiring, developing and exploiting natural resource properties. Such
        associations may give rise to conflicts of interest from time to time.
        Such a conflict poses the risk that the Company may enter into a transaction
        on terms which place the Company in a worse position than if no conflict
        existed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Anthony Floyd, President of the Company, is also the
        President, a principal and a director of Inca Pacific Resources Inc. (Inca).
        Inca is a junior mining company engaged in the exploration of copper in
        Peru. As a condition of employment with the Company, Mr. Floyd required
        that the possible competing interests of the Company and Inca be resolved
        as between them in order to address inevitable conflicts or perceived
        conflicts. The Company and Inca agreed Inca shall be given the first right
        to acquire all grassroots copper exploration opportunities in the country
        of Peru which the Company or its executives become aware of. As the Company
        is not currently planning to undertake exploration of grassroots copper
        properties, this may be of no impact to the Company's business practices.
        Inca has agreed that the Company shall be given first right to acquire
        advanced stage copper properties with defined Resources of which Inca
        or its executives become aware in the country of Peru. Inca and the Company
        have agreed to review and renew this commitment annually.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(22) | Management of the Company can through their stock
        ownership in the Company influence all matters requiring approval by the
        Companys stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Management of the Company own collectively as of March
        21, 2005, 6,660,534 shares being 32.6% of the Company's issued and outstanding
        shares of common stock. These stockholders, if acting together, will be
        able to significantly influence all matters requiring approval by the
        Company's stockholders, including the election of directors and the approval
        of mergers or other business combination transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Other

Additional information about the Company may be found on www.sedar.com
  and on the Companys website at www.luminacopper.com.

- 13 -

---

LUMINA COPPER CORP.

PRO FORMA BALANCE SHEETS

December 31, 2004

(Unaudited)

---

|                             | 
|---------------------------- | 
|Grant Thornton LLP           | 
|Chartered Accountants        | 
|Management Consultants       | 
|Canadian Member of           | 
|Grant Thornton International | 

COMPILATION REPORT

TO THE DIRECTORS OF LUMINA COPPER CORP.

We have read the accompanying unaudited pro forma consolidated
  balance sheets of Lumina Copper Corp. (Lumina) as at December 31,
  2004, and have performed the following procedures.

|1. | Compared the figures in the column captioned Lumina
        Copper Corp. to the audited financial statements of Lumina as at
        December 31, 2004, and found them to be in agreement.                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Made enquiries of certain officials of Lumina who have
        responsibility for financial and accounting matters about the basis for
        determination of the pro forma adjustments. The officials described to
        us the basis for determination of the pro forma adjustments.                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Read the notes to the pro forma statements, and found
        them to be consistent with the basis described to us for determination
        of the pro forma adjustments.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Recalculated the application of the pro forma adjustments
        to the aggregate of the amounts in the column captioned Total
        and found the amounts to be arithmetically correct.                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|5. | Recalculated the application of the pro-forma adjustments
        to the aggregate of the amounts in the columns captioned Lumina
        Resources Corp. Pro Forma, Northern Peru Copper Corp. Pro
        Forma, Continental Copper Corp. Pro Forma and Regalito
        Copper Corp. Pro Forma as at December 31, 2004, and found the amounts
        to be arithmetically correct.

A pro forma financial statement is based on management assumptions
  and adjustments which are inherently subjective. The foregoing procedures are
  substantially less than either an audit or a review, the objective of which
  is the expression of assurance with respect to managements assumptions,
  the pro forma adjustments, and the application of the adjustments to the historical
  financial information. Accordingly, we express no such assurance. The foregoing
  procedures would not necessarily reveal matters of significance to the pro forma
  financial statements, and we therefore make no representation about the sufficiency
  of the procedures for the purposes of a reader of such statements.

|                  |                      
|----------------- | ---------------------
|Vancouver, Canada | Chartered Accountants
|April 1, 2005     |                      

P.O. Box 11177, Royal Centre 
  Suite 2800  1055 West Georgia Street 
  Vancouver, British Columbia 
  V6E 4N3 
  Tel: (604) 687-2711 
  Fax: (604) 685-6569

---

LUMINA COPPER CORP.PRO FORMA CONSOLIDATED BALANCE SHEETS 
  December 31, 2004(Unaudited  See Compilation Report)

LuminaLumina
      
      
      
      Pro Forma
      
      
      
      
      
      Resources
      
      
      Northern Peru
      
      
      Continental
      
      
      RegalitoCopper
      
      
      
      Adjustments
      
      
      
      
      
      Corp.
      
      
      Copper Corp.
      
      
      **Copper Corp.**
      
      
      Copper Corp.Corp.
      
      
      
      (Notes 2 and 3)
      
      
      Total
      
      
      Pro Forma
      
      
      Pro Forma
      
      
      Pro Forma
      
      
      Pro FormaASSETSCURRENT ASSETSCash and cash equivalents
      $
      1,092,038
      
      b)
      $
      13,220,600
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $e)
      
      (200,000
      )
      
      14,112,638
      
      
      1,925,773
      
      
      5,162,929
      
      
      1,548,879
      
      
      5,475,057Cash, exploration funds
      
      2,135,000
      
      
      
      -
      
      
      2,135,000
      
      
      2,135,000
      
      
      -
      
      
      -
      
      
      -Receivables
      
      17,449
      
      
      
      -
      
      
      17,449
      
      
      1,614
      
      
      
      
      
      -
      
      
      15,835Prepaid expenses
      
      42,480
      
      
      
      -
      
      
      42,480
      
      
      2,010
      
      
      1,802
      
      
      -
      
      
      38,668TOTAL CURRENT ASSETS
      
      3,286,967
      
      
      
      13,020,600
      
      
      16,307,567
      
      
      4,064,397
      
      
      5,164,731
      
      
      1,548,879
      
      
      5,529,560EQUIPMENT
      
      58,697
      
      
      
      -
      
      
      58,697
      
      
      21,205
      
      
      -
      
      
      -
      
      
      37,492MINERAL PROPERTIES
      
      17,324,715
      
      
      
      -
      
      
      17,324,715
      
      
      1,500,142
      
      
      1,366,565
      
      
      6,552,456
      
      
      7,905,552TOTAL ASSETS
      $
      20,670,379
      
      
      $
      13,020,600
      
      $
      33,690,979
      
      $
      5,585,744
      
      $
      6,531,296
      
      $
      8,101,335
      
      $
      13,472,604LIABILITIESCURRENT LIABILITIESAccounts payable
      $
      321,633
      
      
      $
      -
      
      $
      321,633
      
      $
      75
      
      $
      1,253
      
      $
      -
      
      $
      320,305Accrued liabilities
      
      182,470
      
      a)
      
      (111,100
      )
      
      71,370
      
      
      -
      
      
      -
      
      
      -
      
      
      71,370TOTAL LIABILITIES
      
      504,103
      
      
      
      (111,100
      )
      
      393,003
      
      
      75
      
      
      1,253
      
      
      -
      
      
      391,675SHAREHOLDERS EQUITYSHARE CAPITAL
      
      24,476,047
      
      a)
      
      111,100b)
      
      13,220,600c)
      
      1,343,473d)
      
      86,222
      
      
      39,237,442
      
      
      5,585,669
      
      
      6,530,043
      
      
      8,101,335
      
      
      19,020,395CONTRIBUTED SURPLUS
      
      10,485
      
      
      
      -
      
      
      10,485
      
      
      -
      
      
      -
      
      
      -
      
      
      10,485UNEXERCISED STOCKOPTIONS
      
      925,583
      
      d)
      
      (86,222
      )
      
      839,361
      
      
      -
      
      
      -
      
      
      -
      
      
      839,361WARRANTS
      
      1,343,473
      
      c)
      
      (1,343,473
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -DEFICIT
      
      (6,589,312
      )
      e)
      
      (200,000
      )
      
      (6,789,312
      )
      
      -
      
      
      -
      
      
      -
      
      
      (6,789,312
      )TOTAL SHAREHOLDERSEQUITY
      
      20,166,276
      
      
      
      13,131,700
      
      
      33,297,976
      
      
      5,585,669
      
      
      6,530,043
      
      
      8,101,335
      
      
      13,080,929TOTAL LIABILITIES ANDSHAREHOLDERS EQUITY
      $
      20,670,379
      
      
      $
      13,020,600
      
      $
      33,690,979
      
      $
      5,585,744
      
      $
      6,531,296
      
      $
      8,101,335
      
      $
      13,472,604


|APPROVED BY THE DIRECTORS |  | 
|------------------------- |  | 
|                          |  | 
|                          |  | 

The accompanying notes are an integral part of these pro forma
  consolidated balance sheets

---

|LUMINA COPPER CORP.                           
|----------------------------------------------
|NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEETS
|December 31, 2004                             
|(Unaudited  See Compilation Report)          

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The unaudited pro forma consolidated balance sheets
        have been compiled for purposes of inclusion in the Management Proxy Circular
        of Lumina Copper Corp. (Lumina) dated April 1, 2005.                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These pro forma consolidated balance sheets have been
        derived from the audited consolidated balance sheet of Lumina as at December
        31, 2004 and the assumptions contained in Note 3. Lumina Resources Corp.
        (Lumco), Northern Peru Copper Corp. (Norco) and
        Continental Copper Corp. (Continental) are newly formed companies
        incorporated in British Columbia, Canada. Management proposes to change
        the name of Lumina to Regalito Copper Corp. (Regalito).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Lumina intends to proceed with a reorganization which
        will have the result of dividing its present mineral resource assets into
        four separate companies. Upon implementation of a Plan of Arrangement:                                                                                                                                                                                                                                                                                               

- Lumina will continue to hold the Regalito
  property;

- Lumco will hold the Casino, Redstone
  and Hushamu properties;

- Norco will hold the Galeno and Pashpap
  properties; and,

- Continental will hold the Taca Taca,
  San Jorge, Relincho and Vizcachitas properties.

The pro forma consolidated balance sheets
  are prepared as if the reorganization of Lumina into four separate entities,
  Lumco, Norco, Continental and Regalito, had occurred on December 31, 2004 and
  the adjustments and assumptions in Notes 2 and 3 had occurred as at December
  31, 2004. In the opinion of management, the pro forma consolidated balance sheets
  include all the adjustments necessary for fair presentation in accordance with
  Canadian generally accepted accounting principles.

These pro forma consolidated balance
  sheets are not intended to reflect the financial position that would have occurred
  if the events reflected therein had been in effect at the dates indicated. Further,
  these pro forma consolidated balance sheets are not necessarily indicative of
  the financial position that may be attained in the future. The pro forma consolidated
  balance sheets have been prepared in accordance with accounting principles generally
  accepted in Canada and should be read in conjunction with the audited consolidated
  balance sheets of Lumina for the years ended December 31, 2004 and 2003 included
  elsewhere in this Management Proxy Circular.

No attempt has been made to present pro
  forma consolidated statements of operations of the new entities. The audited
  consolidated statements of operations for the years ended December 31, 2004,
  2003 and 2002 are presented elsewhere in this Management Proxy Circular.

|2. | PRO FORMA BALANCE SHEET ADJUSTMENTS                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                  
|   | The pro forma consolidated balance sheets
        give effect to the following transactions as if they had occurred at December
        31, 2004:
|   |                                                                                                                                                  
|   | (a)                                                                                                                                              
|   |                                                                                                                                                  
|   | (b)                                                                                                                                              

---

|LUMINA COPPER CORP.                           
|----------------------------------------------
|NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEETS
|December 31, 2004                             
|(Unaudited  See Compilation Report)          

|2. | PRO FORMA BALANCE SHEET ADJUSTMENTS (continued)
|-- | -----------------------------------------------
|   |                                                
|   | (c)                                            
|   |                                                
|   | (d)                                            
|   |                                                
|   | (e)                                            
|   |                                                
|3. | PRO FORMA BALANCE SHEET ASSUMPTIONS            
|   |                                                
|   | (a)                                            

| |                           |   | Lumina          |   |   | Northern Peru |   |   | Continental  | 
| | ------------------------- | - | --------------- | - | - | ------------- | - | - | ------------ | 
| |                           |   | Resources Corp. |   |   | Copper Corp.  |   |   | Copper Corp. | 
| |                           |   |                 |   |   |               |   |   |              | 
| | Cash and cash equivalents | $ | 277,588         |   | $ | 34,540        |   | $ | -            | 
| | Accounts receivable       |   | 1,614           |   |   | -             |   |   | -            | 
| | Prepaid expenses          |   | 2,010           |   |   | 1,802         |   |   | -            | 
| | Mineral properties        |   | 1,500,142       |   |   | 1,366,565     |   |   | 6,552,456    | 
| | Equipment                 |   | 21,205          |   |   | -             |   |   | -            | 
| | Accounts payable          |   | (75             | ) |   | (1,253        | ) |   | -            | 
| |                           |   |                 |   |   |               |   |   |              | 
| |                           | $ | 1,802,484       |   | $ | 1,401,654     |   | $ | 6,552,456    | 

| | (b) | Lumina is assumed to transfer to Lumco cash of $2,135,000
        which is required to be spent on qualified Canadian mineral exploration
        expenditures, as defined by Canadian income tax legislation, pursuant
        to an issue of flow-through shares in December, 2004.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (c) | In addition to the cash transferred from subsidiaries,
        as disclosed in Note 2(a), Lumina is assumed to transfer cash of $1,648,185
        to Lumco, $5,128,389 to Norco and $1,548,879 to Continental.                                                                      

---

SCHEDULE B 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

INTERIM ORDER

---



---



---



---

SCHEDULE C 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

NOTICE OF HEARING OF PETITION FOR FINAL ORDER

---



---

SCHEDULE D 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

NORCO STOCK OPTION PLAN RESOLUTION

BE IT RESOLVED BY AN ORDINARY RESOLUTION THAT :

|1. | The Norco Stock Option Plan, as more particularly described
        in Schedule J to the Management Proxy Circular dated April
        1, 2005, and the transactions contemplated therein are hereby approved;
        and                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | Any director or officer of Norco is hereby authorized
        and directed to execute and deliver, under corporate seal or otherwise,
        all such documents and instruments and to do all such acts as in the opinion
        of such director or officer may be necessary or desirable to give effect
        to this resolution.

---

SCHEDULE E 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

GLOBAL STOCK OPTION PLAN RESOLUTION

BE IT RESOLVED BY AN ORDINARY RESOLUTION THAT:

|1. | The Global Stock Option Plan, as more particularly described
        in Schedule K to the Management Proxy Circular dated April
        1, 2005, and the transactions contemplated therein are hereby approved;
        and                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                          
|2. | Any director or officer of Global is hereby authorized
        and directed to execute and deliver, under corporate seal or otherwise,
        all such documents and instruments and to do all such acts as in the opinion
        of such director or officer may be necessary or desirable to give effect
        to this resolution.

---

SCHEDULE F 
  (to the Management Proxy Circular of Lumina Copper Corp. April 1, 2005)

LUMCO STOCK OPTION PLAN RESOLUTION

BE IT RESOLVED BY AN ORDINARY RESOLUTION THAT:

|1. | The Lumco Stock Option Plan, as more particularly described
        in Schedule L the Management Proxy Circular dated April 1,
        2005, and the transactions contemplated therein are hereby approved; and                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | Any director or officer of Lumco is hereby authorized
        and directed to execute and deliver, under corporate seal or otherwise,
        all such documents and instruments and to do all such acts as in the opinion
        of such director or officer may be necessary or desirable to give effect
        to this resolution.

---

SCHEDULE G 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

ARRANGEMENT AGREEMENT

---

ARRANGEMENT AGREEMENT

AMONG

LUMINA COPPER CORP.

AND

GLOBAL COPPER CORP.

AND

NORTHERN PERU COPPER CORP.

AND

LUMINA RESOURCES CORP.

---

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT made as of the 28th day of
  March, 2005.

AMONG:

> LUMINA COPPER CORP.,a company incorporated under
>         the laws of the Province of British Columbia and having a head office
>         at 1550, 625 Howe Street Vancouver, BC V6C 2T6
>       (hereinafter referred to as Lumina)

AND:

> NORTHERN PERU COPPER CORP.,a company incorporated
>         under the laws of the Province of British Columbia and having a head office
>         at 1550, 625 Howe Street Vancouver, BC V6C 2T6
>       (hereinafter referred to as Norco)

AND:

> GLOBAL COPPER CORP., a company incorporated under
>         the laws of the Province of British Columbia and having a head office
>         at 1550, 625 Howe Street Vancouver, BC V6C 2T6
>       (hereinafter referred to as Global)

AND:

> LUMINA RESOURCES CORP., a company incorporated
>         under the laws of the Province of British Columbia and having a head office
>         at 1550, 625 Howe Street Vancouver, BC V6C 2T6
>       (hereinafter referred to as Lumco)

WHEREAS:

|A. | Lumina, Norco, Global and Lumco have agreed to proceed
        with a proposed transaction by way of a plan of arrangement whereby Lumina
        will reorganize its share capital, certain assets of Lumina will be transferred
        to Norco, Global and Lumco, and a series of share exchanges will take
        place with the result that the current shareholders of Lumina will have
        equivalent percentage shareholdings in Lumina, Lumco, Global and Norco;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|B. | Lumina proposes to convene a meeting of its Shareholders
        to consider the Arrangement under sections 289 - 299 of the Business
        Corporations Act(British Columbia), on the terms and conditions set
        forth in the Plan of Arrangement attached as Appendix I hereto; and                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|C. | Each of the parties to this Agreement has agreed to
        participate in and support the Arrangement.                                                                                                                                                                                                                                                                                                                                                                        

NOW THEREFORE THIS AGREEMENT WITNESSESthat, in consideration
  of the premises and the respective covenants and agreements herein contained,
  and for other good and valuable consideration, the receipt and sufficiency of
  which are hereby acknowledged by each of the parties hereto, the parties hereto
  covenant and agree as follows:

G-2

---

ARTICLE 1.INTERPRETATION

1.1Definitions

In this Agreement, including the recitals hereto, unless there
  is something in the subject matter or context inconsistent therewith, the following
  capitalized words and terms shall have the following meanings:

|(a) | Arrangement Agreement means this
        arrangement agreement, including the Appendix I hereto, as the same may
        be supplemented or amended from time to time;                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | Interim Ordermeans the interim order
        of the Court made pursuant to the application therefor contemplated by
        section 4.4 hereof;                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Lumina Common Sharesmeans the common
        shares without par value in the capital of Lumina;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | Personmeans and includes an individual,
        sole proprietorship, partnership, unincorporated association, unincorporated
        syndicate, unincorporated organization, trust, body corporate, a trustee,
        executor, administrator or other legal representative and the Crown or
        any agency or instrumentality thereof;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | Plan of Arrangementmeans the plan
        of arrangement which is annexed as Appendix I hereto and any amendment
        or variation thereto made in accordance with section 6.1 hereof;                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | Shareholdermeans a holder of Lumina
        Common Shares and Shareholders means more than one
        Shareholder;                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | Special Resolutionmeans a resolution
        passed by a majority of not less than two thirds of the votes cast by
        the Shareholders who vote in respect of such resolution at the Meeting;
        and                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | Subsidiarymeans, with respect to
        a specified body corporate, a body corporate of which more than 50% of
        the outstanding shares ordinarily entitled to elect a majority of directors
        thereof, whether or not shares of any other class or classes shall or
        might be entitled to vote upon the happening of any event or contingency,
        are at the time owned, directly or indirectly, by such specified body
        corporate, and includes a body corporate in like relation to a subsidiary.

All capitalized words used in this Agreement and not otherwise
  defined herein shall have the meanings set forth in the Plan of Arrangement.

1.2Headings

The division of this Agreement into articles, sections and other
  portions and the insertion of headings are for convenience of reference only
  and shall not affect the construction or interpretation of this Agreement. The
  terms this Agreement, hereof' and hereunder and
  similar expressions refer to this Agreement (including the appendices hereto)
  as a whole and not to any particular article, section or other portion hereof
  and includes any agreement, document or instrument supplementary or ancillary
  hereto.

1.3Construction

In this Agreement, unless something in the context is inconsistent
  therewith:

|(a) | the words include or including
        when following any general term or statement are not to be construed as
        limiting the general term or statement to the specific items or matters
        set forth or to similar items or matters, but rather as permitting it
        to refer to all other items or matters that could reasonably fall within
        its broadest possible scope;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | a reference to a statute shall be deemed to include
        every regulation made pursuant thereto, all amendments to the statute
        or to any such regulation enforced from time to time, and any statute
        or regulation that supplements or supersedes such statute or any such
        regulation;                                                                                     

G-3

---

|(c) | a reference to time or date is to the local time or
        date in Vancouver, British Columbia, unless specifically indicated otherwise;
        reference to a particular corporation includes the corporation derived
        from the amalgamation of the particular corporate, or of a corporation
        to which such reference is extended by this paragraph (d), with one or
        more other corporations;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | a word importing the masculine gender includes the feminine
        or neuter and a word importing the singular includes the plural and vice
        versa; and                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e) | a reference to approval, authorization,
        consent, designation or notice means
        written approval, authorization, consent, designation or notice unless
        specifically indicated otherwise.                                                                                                                                                                                                

1.4Date for Any
  Action

Inthe event that any date on which any action is required
  to be taken hereunder by any of the parties hereto is not a Business Day in
  the place where the action is required to be taken, such action shall be required
  to be taken on the next succeeding day which is a Business Day at such place,
  unless otherwise agreed to.

1.5Currency

All sums of money which are referred to in this Agreement are
  expressed in lawful money of Canada unless otherwise specified.

1.6Accounting
  Principles

Whenever in this Agreement reference is made to generally accepted
  accounting principles, such reference shall be deemed to be to the Canadian
  generally accepted accounting principles from time to time approved by the Canadian
  Institute of Chartered Accountants, or any successor thereto, applicable as
  at the date on which a calculation is made or required to be made in accordance
  with generally accepted accounting principles.

1.7Appendix

The attached Appendix I, entitled Plan of Arrangement,
  shall be deemed to be incorporated into and form part of this Agreement.

1.8Entire Agreement

This Agreement, together with the appendices, agreements and
  other documents herein or therein referred to, constitute the entire agreement
  among the parties pertaining to the subject manner hereof and supersedes all
  prior agreements, understandings, negotiations and discussions, whether oral
  or written, among the parties with respect to the subject matter hereof.

ARTICLE 2.EFFECTIVE
  DATE OF ARRANGEMENT

2.1Arrangement

Lumina, Global, Norco and Lumco agree to effect the Arrangement
  pursuant to the provisions of sections 288 to 299 of the BCBCA on the terms
  and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2Effective
  Time of Arrangement

The Arrangement shall become effective at 12:01 a.m. on the Effective
  Date.

2.3Commitment
  to Effect Arrangement

Subject to satisfaction of the terms and conditions of this Agreement
  and termination pursuant to Article 6, the parties shall each use all reasonable
  efforts and do all things reasonably required to cause the Arrangement to become
  effective on the Effective Date and, in conjunction therewith, to cause the
  transactions contemplated by the

G-4

---

Plan of Arrangement to be completed on or prior to the Effective
  Date. Without limiting the generality of the foregoing, the parties shall proceed
  forthwith to apply for the Interim Order and, upon obtainment thereof, Lumina
  shall call the Meeting and mail the Circular to the Shareholders.

2.4Filing of
  Final Order

Subject to the rights of termination contained in Article 6 hereof,
  upon the Shareholders approving the Arrangement by Special Resolution in accordance
  with the provisions of the Interim Order and the BCBCA, Lumina obtaining the
  Final Order and the other conditions contained in Article 5 hereof being satisfied
  or waived, Lumina, Global, Norco and Lumco shall send a copy of the Final Order
  together with such other documents as may be required by the Registrar to be
  filed pursuant to sections 288 to 299 of the BCBCA in order to make the Arrangement
  effective on the Effective Date. Upon the Arrangement becoming effective, Lumina,
  Global, Norco and Lumco shall exchange such other documents as may be necessary
  or desirable in connection with the completion of the transactions contemplated
  by this Agreement and the Plan of Arrangement.

ARTICLE 3.REPRESENTATIONS
  AND WARRANTIES

3.1Representations
  and Warranties of Lumina, Global, Norco and Lumco

Each of the parties represents and warrants to each other as
  follows:

|(a) | it is a corporation duly incorporated or continued
        and validly subsisting under the laws of the Province of British Columbia
        and has full capacity and authority to enter into this Agreement and,
        subject to obtaining the requisite approvals contemplated hereby, to perform
        its obligations hereunder,
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                           
|(b) | it has taken all corporate actions necessary
        to authorize the execution and delivery of this Agreement, and this Agreement
        has been duly authorized by it;                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                           
|(c) | neither the execution and delivery of this
        Agreement nor the performance of any of its covenants and obligations
        hereunder will constitute a material default under, or be in any material
        contravention or breach of:                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                           
|    | (iii)                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                           
|(d) | no dissolution, winding-up, bankruptcy, liquidation
        or similar proceedings have been commenced or are pending or proposed
        in respect of it.                                                                                                                                                                               

ARTICLE 4.COVENANTS

4.1Covenants
  of Lumina

Lumina hereby covenants and agrees with Global, Norco and Lumco
  as follows:

|(a) | until the Effective Date, Lumina and each of its Subsidiaries
        shall carry on its business in the ordinary course and shall not enter
        into any transaction or incur any obligation or liability out of the ordinary
        course of its business, except as otherwise contemplated in this Agreement;                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | except as otherwise contemplated in this Agreement,
        until the Effective Date, Lumina shall not, and shall not suffer or permit
        any of its Subsidiaries to, merge into or with, or amalgamate, consolidate
        or enter into any other corporate reorganization with, any other corporation
        or Person or perform any act or enter into any transaction or negotiation
        which reasonably could be expected to, directly or indirectly, interfere
        or be inconsistent with the completion of the Arrangement or other transactions
        contemplated by this Agreement;

G-5

---

|(c) | Lumina shall, in a timely and expeditious
        manner, file the Circular in all jurisdictions where the Circular is required
        to be filed by Lumina and mail or cause to be mailed the Circular to the
        Shareholders, the directors of Lumina and the auditors of Lumina and any
        other person who is entitled to receive the Circular, all in accordance
        with the terms of the Interim Order and applicable law;                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | Lumina shall perform the obligations required
        to be performed by it, and shall enter into all agreements required to
        be entered into by it under this Agreement and the Plan of Arrangement
        and shall do all such other acts and things as may be necessary or desirable
        in order to carry out and give effect to the Arrangement and related transactions
        as described in the Circular and, without limiting the generality of the
        foregoing, Lumina shall seek:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | Lumina will convene the Meeting as soon as
        practicable and will solicit proxies to be voted at the Meeting in favour
        of the Arrangement and all other resolutions referred to in the Circular;
        and                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | Lumina will use all reasonable efforts to
        cause each of the conditions precedent set out in sections 5.1 and 5.2
        to be complied with on or before the Effective Date.                                                                                                                                                                                                                                                                                                                            

4.2Covenants
  of Norco

Norco hereby covenants and agrees with Lumina, Global and Lumco
  as follows:

|(a) | except as otherwise contemplated in this Agreement,
        until the Effective Date, Norco shall not merge, and shall not suffer
        or permit any of its Subsidiaries to, merge into or with, or amalgamate
        or consolidate, or enter into any other corporate reorganization with,
        any other corporation or Person, perform any act or enter into any transaction
        or negotiation which reasonably could be expected to, directly or indirectly,
        interfere or be inconsistent with the completion of the Arrangement or
        other transactions contemplated by this Agreement;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Norco shall perform the obligations required
        to be performed by it, and shall enter into all agreements required to
        be entered into by it under this Agreement and the Plan of Arrangement
        and shall do all such other acts and things as may be necessary or desirable
        in order to carry out and give effect to the Arrangement and related transactions
        as described in the Circular and, without limiting the generality of the
        foregoing, Norco shall seek and cooperate with Lumina and Lumco in seeking:                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

4.3Covenants
  of Lumco

Lumco hereby covenants and agrees with Lumina, Global and Norco
  as follows:

|(a) | except as otherwise contemplated in this Agreement,
        until the Effective Date, Lumco shall not merge, and shall not suffer
        or permit any of its Subsidiaries to, merge into or with, or amalgamate
        or consolidate, or enter into any other corporate reorganization with,
        any other corporation or Person, perform any act or enter into any transaction
        or negotiation which reasonably could be expected to, directly or indirectly,
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

G-6

---

|    | interfere or be inconsistent with the completion
        of the Arrangement or other transactions contemplated by this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | Lumco shall perform the obligations required
        to be performed by it, and shall enter into all agreements required to
        be entered into by it under this Agreement and the Plan of Arrangement
        and shall do all such other acts and things as may be necessary or desirable
        in order to carry out and give effect to the Arrangement and related transactions
        as described in the Circular and, without limiting the generality of the
        foregoing, Lumco shall seek and cooperate with Lumina, Global and Norco
        in seeking:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | Lumco will use all reasonable efforts to cause
        each of the conditions precedent set out in sections 5.1 and 5.2 to be
        complied with on or before the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                          

4.4Covenants
  of Global

Global hereby covenants and agrees with Lumina, Lumco and Norco
  as follows:

|(a) | except as otherwise contemplated in this Agreement,
        until the Effective Date, Lumco shall not merge, and shall not suffer
        or permit any of its Subsidiaries to, merge into or with, or amalgamate
        or consolidate, or enter into any other corporate reorganization with,
        any other corporation or Person, perform any act or enter into any transaction
        or negotiation which reasonably could be expected to, directly or indirectly,
        interfere or be inconsistent with the completion of the Arrangement or
        other transactions contemplated by this Agreement;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Lumco shall perform the obligations required
        to be performed by it, and shall enter into all agreements required to
        be entered into by it under this Agreement and the Plan of Arrangement
        and shall do all such other acts and things as may be necessary or desirable
        in order to carry out and give effect to the Arrangement and related transactions
        as described in the Circular and, without limiting the generality of the
        foregoing, Global shall seek and cooperate with Lumina, Lumco and Norco
        in seeking:                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | Global will use all reasonable efforts to
        cause each of the conditions precedent set out in sections 5.1 and 5.2
        to be complied with on or before the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                  

4.5Interim Order
  and Final Order

Each party covenants and agrees that it will, as soon as reasonably
  practicable, apply to the Court pursuant to section 291 of the BCBCA for the
  Interim Order providing for, among other things, the calling and holding of
  the Meeting for the purpose of, among other matters, considering and, if deemed
  advisable, approving the Arrangement and that, if the approval of the Shareholders
  of the Arrangement as set forth in the Interim Order is obtained by Lumina,
  as soon as practicable thereafter each party will take the necessary steps to
  submit the Arrangement to the Court and apply for the Final Order in such fashion
  as the Court may direct.

ARTICLE 5.CONDITIONS

5.1      Precedent

The respective obligations of each party hereto to complete the
  transactions contemplated by this Agreement, and the obligation of Lumina to
  file a copy of the Final Order and other documents (if any) required to give
  effect to the

G-7

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Arrangement with the Registrar, shall be subject to the satisfaction,
  on or before the Effective Date, of the following conditions:

|(a) | the Interim Order shall have been granted in form and
        substance satisfactory to Lumina;                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | the Arrangement, with or without amendment, shall have
        been approved at the Meeting by the Shareholders in accordance with the
        Interim Order,                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | the Arrangement with or without amendment, shall have
        been approved by the shareholders of each of Norco, Global and Lumco;                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(d) | the Final Order shall have been granted in form and
        substance satisfactory to Lumina;                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | the TSX and the Amex will have conditionally accepted
        the Arrangement and the TSX shall have confirmed that immediately prior
        to the Effective Date, the Series 1, 2 and 3 Special Shares of Lumina
        issuable under the Arrangement will be listed on the TSX;                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(f) | the TSX or in the alternative the TSX-V will have conditionally
        accepted the Arrangement and confirmed that immediately prior to the Effective
        Date, the Norco Common Shares and the Lumco Common Shares issuable under
        the Arrangement will be listed on the TSX or Tier 1 or Tier 2 of the TSX-V;                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(g) | all other consents, orders, rulings, approvals and assurances,
        including regulatory and judicial approvals and orders required, necessary
        or desirable for the Arrangement to become effective shall have been obtained
        or received from the Persons, authorities or bodies having jurisdiction
        in the circumstances, in a form acceptable to Lumina;
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(h) | unless otherwise determined by management, notices of
        dissent have not been delivered by Shareholders holding greater than 1%
        of the outstanding Lumina Common Shares;                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(i) | there shall not be in force any order or decree restraining
        or enjoining the consummation of the transaction contemplated by the Arrangement
        Agreement; and                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(j) | this Agreement shall not have been terminated under
        Article 6.                                                                                                                                                                                                                                                                                                               

Except for the conditions set forth in subsections 5.1 (a), (b),
  (c) and (d) any of the foregoing conditions may be waived.

5.2Conditions
  and Obligations of Each Party

The obligation of each of Lumina, Global, Norco and Lumco to
  complete the transactions contemplated by this Agreement is further subject
  to the condition, which may be waived by any such party without prejudice to
  its right to rely on any other condition in favour of such party, that each
  and every one of the covenants of the other party hereto to be performed on
  or before the Effective Date pursuant to the terms of this Agreement shall have
  been duly performed by such party and that, except as affected by the transactions
  contemplated by this Agreement, the representations and warranties of the other
  party hereto shall be true and correct in all material respects as at the Effective
  Date, with the same effect as if such representations and warranties had been
  made at and as of such time.

ARTICLE 6.AMENDMENT
  AND TERMINATION

6.1Amendment

Subject to any mandatory applicable restrictions under the BCBCA
  or the Final Order, this Agreement may, at any time and from time to time before
  or after the holding of the Meeting, but not later than the Effective Date,
  be amended by written agreement of the parties hereto without, subject to applicable
  law, further notice to or authorization on the part of the Shareholders.

G-8

---

6.2Termination

This Agreement may, at any time before or afterthe holding
  of the Meeting but prior to the Effective Date, be unilaterally terminated by
  the board of directors of Lumina without further notice to, or action on the
  part of, its Shareholders for whatever reasons it may consider appropriate.

6.3Effect of
  Termination

Upon the termination of this Agreement pursuant to section 6.2
  hereof, no party shall have any liability or further obligation to any other
  party hereunder.

ARTICLE 7.MERGER

7.1Merger of
  Conditions

The conditions set out in sections 5.1 and 5.2 shall be conclusively
  deemed to have been satisfied, waived or released on the Effective Date.

7.2Merger of
  Representations, Warranties and Covenants

The provisions of sections 3.1, 4.1, 4.2, 4.3 and 4.4 shall be
  conclusively deemed to have been satisfied in all respects on the Effective
  Date and shall accordingly merge in and not survive the effectuation of the
  Arrangement.

ARTICLE 8.GENERAL

8.1Notices

All notices which may be or are required to be given pursuant
  to any provision of this Agreement shall be given or made in writing and shall
  be deemed to be validly given if served personally or by facsimile, in each
  case to the attention of the senior officer at the following addresses or at
  such other addresses as shall be specified by the parties by like notice:

If to Lumina Copper Corp:Lumina Copper Corp. 
  Suite 1550, 625 Howe Street. 
  Vancouver, BC V6C 2T6

Attention: Tony Floyd, President 
  Facsimile: (604) 687-7041

with a copy to:Maitland & Company Barristers and Solicitors 
  Suite 700, 625 Howe Street 
  Vancouver, BC V6C 2T6 
  Facsimile: (604) 681-3896

If to Norco, Global or Lumco:Northern Peru Copper Corp. 
  Global Copper Corp. or 
  Lumina Resources Corp. (as applicable) 
  Suite 1550, 625 Howe Street. 
  Vancouver, BC V6C 2T6

Attention: Robert Pirooz 
  Facsimile: (604) 687-7041

G-9

---

with a copy to:Maitland & Company 
  Barristers and Solicitors 
  Suite 700, 625 Howe Street 
  Vancouver, BC V6C 2T6 
  Facsimile: (604) 681-3896

Any notice that is delivered shall be deemed to be delivered
  on the date of delivery to such address if delivered on a Business Day prior
  to 5:00 p.m. (local time at the place of receipt) or on the next Business Day
  if delivered after 5:00 p.m. or on a non-Business Day. Any notice delivered
  by facsimile transmission shall be deemed to be delivered on the date of transmission
  if delivered on a Business Day prior to 5:00 p.m. (local time at the place of
  receipt) or the next Business Day if delivered after 5:00 p.m. or on a non-Business
  Day.

8.2Assignment

No party may assign its rights or obligations under this Agreement
  or the Arrangement without the prior written consent of the other party hereto.

8.3Binding Effect

This Agreement and the Plan of Arrangement shall be binding upon
  and shall enure to the benefit of the parties hereto and their respective successors
  and permitted assigns.

8.4Waiver

Any waiver or release of any of the provisions of this Agreement,
  to be effective, must be in writing executed by the party granting the same.

8.5Governing
  Law

This Agreement shall be governed by and construed in accordance
  with the laws of the Province of British Columbia and the laws of Canada applicable
  therein and shall be treated in all respects as a British Columbia contract.

8.6Expenses

All expenses incurred in connection with contemplated hereby
  and thereby shall be borne entirely by Lumina.

8.7Counterparts

This Agreement may be executed in one or more counterparts each
  of which shall be deemed an original but all of which together shall constitute
  one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this
  Agreement as of the date first written.

|LUMINA COPPER CORP.           | NORTHERN PERU COPPER CORP.   
|----------------------------- | -----------------------------
|                              |                              
|Per: Anthony Floyd(signed)  | Per: Robert Pirooz (signed)
|Name: Anthony Floyd           | Name: Robert Pirooz          
|Title: President              | Title: Secretary             
|                              |                              
|LUMINA RESOURCES CORP.        | GLOBAL COPPER CORP.          
|                              |                              
|Per: Robert Pirooz (signed) | Per: Robert Pirooz (signed)
|Name: Robert Pirooz           | Name: Robert Pirooz          
|Title: Secretary              | Title: Secretary             

G-10

---

Appendix I to Arrangement Agreement made as of the 28thday of March, 2005, among Lumina Copper 
  Corp., Northern Peru Copper Corp., Global Copper Corp. and Lumina Resources
  Corp.

PLAN OF ARRANGEMENT UNDER SECTIONS 288 - 299

OF THEBUSINESS CORPORATIONS ACT(BRITISH
  COLUMBIA)

ARTICLE 1.INTERPRETATION

1.1Definitions

In this Plan of Arrangement, unless there is something in the
  subject matter or context inconsistent therewith, the following capitalized
  words and terms shall have the following meanings:

|(a) | AMEXmeans the American Stock Exchange;                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Apple Bay Property means the copper
        property on Vancouver Island, British Columbia;                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Arrangementmeans the statutory arrangement
        involving Lumina, its Shareholders, Norco, Global and Lumco proposed under
        the provisions of sections 288 to 299 of the BCBCA, on the terms and conditions
        set out in this Plan of Arrangement or any amendment or variation thereto
        made in accordance with the terms of the Arrangement Agreement;
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | Arrangement Agreementmeans the arrangement
        agreement made as of the 28thday of March, 2005 between Lumina,
        Norco, Global and Lumco to which this Plan of Arrangement is attached
        as Appendix I, as the same may be supplemented or amended from time to
        time;                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | BCBCAmeans the Business Corporations
        Act(British Columbia), as amended;                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | Business Daymeans any day, which
        is not a Saturday or a Sunday, or a statutory holiday in British Columbia;                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(g) | Casino Propertymeans the copper
        property located in the Yukon, Canada;                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(h) | Circularmeans the definitive form,
        together with any amendments thereto, of the management proxy circular
        of Lumina to be prepared and sent to the Shareholders in connection with
        the Meeting;                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(i) | Corriente Argentinameans Corriente
        Argentina SA an indirectly wholly-owned subsidiary of Lumina which directly
        owns or has an interest in and will, upon completion of the Arrangement,
        own or have an interest in the Taca Taca Property;                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(j) | Courtmeans the Supreme Court of
        the Province of British Columbia;                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | CRSmeans CRS Copper Resources Corp.,
        a wholly-owned subsidiary of Lumina which directly and indirectly owns
        or has an interest in and will, upon completion of the Arrangement own
        or have an interest in the Redstone, Hushamu and Casino Properties;                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(l) | Current Propertiesmeans collectively
        the Vizcachitas, Relincho, Apple Bay, Galeno, Molino, Pashpap, Casino,
        Taca Taca, Redstone, Regalito and Hushamu Properties;                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(m) | Effective Datemeans May 18, 2005
        or such other date as may be determined by the board of directors of Lumina
        in accordance with the provisions of the BCBCA;                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(n) | Effective Timemeans 1:01 p.m., Vancouver
        time, on the Effective Date;                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(o) | Exercise Pricemeans the varying
        exercise prices of the outstanding Lumina Options;                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(p) | Final Ordermeans the final order
        of the Court approving the Arrangement pursuant to the BCBCA;                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(q) | Galeno Optionmeans incentive stock
        options of Galeno entitling the holders to purchase Galeno Common Shares
        in accordance with the terms and conditions thereof;                                                                                                                                                                                               

---

|(r)  | Galeno Option Rightmeans the option
        agreement dated June 9, 2003 between Lumina and La Asuncion Negociacion
        Minera S.A.C. with respect to the Galeno Property;                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(s)  | Galeno Propertymeans the copper
        property in the province of Cajamarca, Peru;                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(t)  | Globalmeans Global Copper Corp.,
        a corporation incorporated under the BCBCA in order to facilitate the
        Arrangement;                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(u)  | Global Cashmeans approximately $1,548,000
        which will be transferred from Lumina to Norco pursuant to the Plan of
        Arrangement;                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(v)  | Global Common Sharesmeans the common
        shares without par value in the capital of Global which are to be issued
        under the Arrangement to holders of Lumina Series 3 Special Shares in
        exchange for such Lumina Series 3 Special Shares, and having the terms
        and conditions set out in Schedule D to this Plan of Arrangement;                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(w)  | Global Contractsmeans all agreements
        to which Lumina is a party, which pertain to the Vizcachitas, Relincho,
        Taca Taca and San Jorge Properties and which will be assigned from Lumina,
        or in case of the Taca Taca Property by CRS, to Global pursuant to the
        Plan of Arrangement;                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(x)  | Global Net Fair Market Valuemeans
        an amount determined by the board of directors of Lumina as of the Effective
        Date, as being an amount equal to the fair market value of the Global
        Transferred Assets;                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(y)  | Global Notemeans the demand, non-interest
        bearing promissory note to be issued by Global to Lumina having a principal
        amount and aggregate fair market value equal to the aggregate fair market
        value of the Global Transferred Assets;                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(z)  | Global Optionmeans the rights (whether
        or not vested) to purchase Global Common Shares which will be issued pursuant
        to the Plan of Arrangement                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(aa) | Global Preferred Sharesmeans the
        special preferred shares of Global which are to be issued under the Arrangement
        to Lumina in exchange for the Global Transferred Assets, which will have
        a value equal to the Global Net Fair Market Value less the fair market
        value of the Global Share Obligations, and having the terms and conditions
        set out in Schedule D to this Plan of Arrangement;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(bb) | Global Propertiesmeans the Vizcachitas,
        Relincho, San Jorge and Taca Taca Properties;                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(cc) | Global Receivablesmeans certain
        amounts owing to Lumina by its subsidiaries in respect of the Vizcachitas,
        Relincho, San Jorge and Taca Taca Properties;                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(dd) | Global Redemption Amountmeans that
        amount equal to the fair market value of the Global Preferred Shares divided
        by the number of Global Preferred Shares issued for such property;                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(ee) | Global Share Obligationsmeans the
        obligation of Global under the Arrangement Agreement to issue that number
        of shares from its treasury equal to the number of shares issued by Lumina
        under the Lumina Warrants, from time to time, in consideration of receiving
        proceeds equal to .7% of the exercise price of the Lumina Warrant;                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(ff) | Global Transferred Assetsmeans the
        Global Cash, the Global Contracts, the common shares of RelinCo, Vizcachitas,
        Minera Lumina and Corriente Argentina and the Global Receivables, all
        of which will be transferred by Lumina and the common shares of Corriente
        Argentina by CRS, to Global pursuant to the Plan of Arrangement;                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(gg) | Hushamu Propertymeans the copper
        property located in British Columbia, Canada;                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(hh) | holdermeans, when not qualified
        by the adjective registered, the person entitled to a share
        hereunder whether or not registered or entitled to be registered in respect
        thereof in the central securities register of Lumina, Global, Norco or
        Lumco, as the case may be;                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(ii) | ITAmeans the Income Tax Act(Canada),
        as amended;                                                                                                                                                                                                                                                                                                                                                                              

G-12

---

|(jj)  | Lumcomeans Lumina Resources Corp.
        a corporation incorporated under the BCBCA in order to facilitate the
        Arrangement;                                                                                                                                                                                                                                                                                             
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(kk)  | Lumco Cashmeans approximately $2,066,000
        which will be transferred from Lumina to Lumco pursuant to the Plan of
        Arrangement;                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ll)  | Lumco Common Sharesmeans the common
        shares without par value in the capital of Lumco which are to be issued
        under the Arrangement to holders of Lumina Series 1 Special Shares in
        exchange for such Lumina Series 1 Special Shares, and having the terms
        and conditions set out in Schedule E to this Plan of Arrangement;                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(mm)  | Lumco Contractsmeans all agreements
        to which Lumina is a party, which pertain to the Lumco Properties and
        which will be assigned from Lumina to Lumco pursuant to the Plan of Arrangement;                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(nn)  | Lumco Notemeans the demand, non-interest
        bearing promissory note to be issued by Lumco to Lumina having a principal
        amount and aggregate fair market value equal to the aggregate fair market
        value of the Lumco Transferred Assets;                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(oo)  | Lumco Optionmeans the rights (whether
        or not vested) to purchase Lumco Common Shares which will be issued pursuant
        to the Plan of Arrangement;                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(pp)  | Lumco Preferred Sharesmeans the
        special preferred shares of Lumco which are to be issued under the Arrangement
        to Lumina in exchange for the Lumco Transferred Assets, which will have
        a value equal to the Lumco Net Fair Market Value less the fair market
        value of the Lumco Share Obligations, and having the terms and conditions
        set out in Schedule D to this Plan of Arrangement;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(qq)  | Lumco Propertiesmeans collectively
        the Redstone, Casino, Apple Bay and Hushamu Properties;                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(rr)  | Lumco Receivablesmeans certain amounts
        owing to Lumina by its subsidiaries in respect of the Lumco Properties;                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ss)  | Lumco Redemption Amountmeans that
        amount equal to the fair market value of the Preferred Shares divided
        by the number of Lumco Preferred Shares issued for such property;                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(tt)  | Lumco Share Obligationsmeans the
        obligation of Lumco under the Arrangement Agreement to issue that number
        of shares from its treasury equal to the number of shares issued by Lumina
        under the Lumina Warrants, from time to time, in consideration of receiving
        proceeds equal to .7% of the exercise price of the Lumina Warrant;                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(uu)  | Lumco Transferred Assetsmeans the
        Lumco Cash, the Contracts, the Apple Bay Property, the commons shares
        of CRS and the Lumco Receivables all of which will be transferred by Lumina
        to Lumco pursuant to the Plan of Arrangement;                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(vv)  | Luminameans Lumina Copper Corp.,
        a company incorporated under the laws of the Province of British Columbia;                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ww)  | Lumina Global Notemeans the demand,
        non-interest bearing promissory note to be issued by Lumina to Global
        having a principal amount and fair market value equal to the aggregate
        fair market value of the Lumina Series 3 Special Shares                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(xx)  | Lumina Common Sharesmeans the common
        shares without par value in the capital of Lumina;                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(yy)  | Lumina Continuing Share Obligationsmeans
        the potential outstanding common share purchase warrants of Lumina entitling
        the holders to purchase Lumina Common Shares in accordance with the terms
        and conditions thereof;                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(zz)  | Lumina Lumco Notemeans the demand,
        non-interest bearing promissory note to be issued by Lumina to Lumco having
        a principal amount and fair market value equal to the aggregate fair market
        value of the Lumina Series 1 Special Shares;                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(aaa) | Lumina Optionsmeans the outstanding
        incentive stock options of Lumina entitling the holders to purchase Lumina
        Common Shares in accordance with the terms and conditions thereof;                                                                                                                                                                                                                                

G-13

---

|(bbb) | Lumina Norco Notemeans the demand,
        non-interest bearing promissory note to be issued by Lumina to Norco having
        a principal amount and fair market value equal to the aggregate fair market
        value of the Lumina Series 2 Special Shares;                                                                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(ccc) | Lumina Planmeans the current incentive
        stock option and bonus plan of Lumina;                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(ddd) | Lumina Property Stock Requirementsmeans
        the maximum number of Lumina Common Shares that must be issued by Lumina
        to exercise its rights to acquire any of the current properties of Lumina;                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(eee) | Lumina Series 1 Special Sharesmeans
        the series 1 special shares of Lumina which Lumina will be authorized
        to issue upon the Arrangement becoming effective and which are to be issued
        under the Arrangement to holders of Lumina Common Shares in exchange for
        such Lumina Common Shares, and having the terms and conditions set out
        in Schedule B to this Plan of Arrangement;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(fff) | Lumina Series 2 Special Sharesmeans
        the series 2 special shares of Lumina which Lumina will be authorized
        to issue upon the Arrangement becoming effective and which are to be issued
        under the Arrangement to holders of Lumina Common Shares in exchange for
        such Lumina Common Shares, and having the terms and conditions set out
        in Schedule B to this Plan of Arrangement;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(ggg) | Lumina Series 3 Special Sharesmeans
        the series 3 special shares of Lumina which Lumina will be authorized
        to issue upon the Arrangement becoming effective and which are to be issued
        under the Arrangement to holders of Lumina Common Shares in exchange for
        such Lumina Common Shares, and having the terms and conditions set out
        in Schedule B to this Plan of Arrangement;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(hhh) | Lumina Stock Option Planmeans the
        existing stock option plan of Lumina;                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(iii) | Lumina Warrantsmeans the outstanding
        common share purchase warrants of Lumina entitling the holders to purchase
        Lumina Common Shares in accordance with the terms and conditions thereof;                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(jjj) | Lumina SACmeans Lumina Copper SAC,
        a wholly-owned subsidiary of Lumina which directly or indirectly owns
        the Galeno Option Right, the Pashpap Property and 50% of the Molino Property;                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(kkk) | Meetingmeans the annual and special
        meeting of the Shareholders to be held to consider, among other matters,
        the Arrangement, and any or postponement adjournment thereof;                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(lll) | Minera Luminameans Minera Lumina
        Copper Corp. a wholly-owned subsidiary of Lumina which owns all of the
        shares of Minera San and which directly owns or has an interest in and
        will, upon completion of the Arrangement, own or have an interest in the
        Regalito Property;                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(mmm) | Minera Sanmeans Minera San Jorge
        SA means a wholly-owned subsidiary of Minera Lumina which directly owns
        or has in interest in and will, upon completion of the Arrangement, own
        or have an interest in the San Jorge Property;                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(nnn) | Molino Propertymeans the Molino
        copper property held indirectly by Lumina in Peru;                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(ooo) | Net Fair Market Valuemeans an amount
        determined by the board of directors of Lumina as of the Effective Date,
        as being an amount equal to the fair market value of certain assets;                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(ppp) | New Lumina Common Sharesmeans common
        shares of Lumina which Lumina will be authorized to issue upon the Arrangement
        becoming effective and which are to be issued under the Arrangement to
        holders of Lumina Common Shares in exchange for such Lumina Common Shares;                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(qqq) | Norcomeans Northern Peru Copper
        Corp., a corporation incorporated under the BCBCA in order to facilitate
        the Arrangement;                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(rrr) | Norco Cashmeans approximately $5,162,000
        which will be transferred from Lumina to Norco pursuant to the Plan of
        Arrangement;                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                           
|(sss) | Norco Common Sharesmeans the common
        shares without par value in the capital of Norco which are to be issued
        under the Arrangement to holders of Lumina Series 2 Special Shares in
        exchange for such Lumina Series 2 Special Shares, and having the terms
        and conditions set out in Schedule D to this Plan of Arrangement;                                                              

G-14

---

|(ttt)  | Norco Contractsmeans all agreements
        to which Lumina is a party, which pertain to the Galeno, Pashpap and Molino
        Properties and which will be assigned from Lumina to Norco pursuant to
        the Plan of Arrangement;                                                                                                                                                                                          
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(uuu)  | Norco Net Fair Market Valuemeans
        an amount determined by the board of directors of Lumina as of the Effective
        Date, as being an amount equal to the fair market value of the Norco Transferred
        Assets;                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(vvv)  | Norco Notemeans the demand, non-interest
        bearing promissory note to be issued by Norco to Lumina having a principal
        amount and aggregate fair market value equal to the aggregate fair market
        value of the Norco Transferred Assets;                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(www)  | Norco Optionmeans the rights (whether
        or not vested) to purchase Norco Common Shares which will be issued pursuant
        to the Plan of Arrangement;                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(xxx)  | Norco Preferred Sharesmeans the
        special preferred shares of Norco which are to be issued under the Arrangement
        to Lumina in exchange for the Norco Transferred Assets, which will have
        a value equal to the Norco Net Fair Market Value less the fair market
        value of the Norco Share Obligations, and having the terms and conditions
        set out in Schedule D to this Plan of Arrangement;
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(yyy)  | Norco Receivablesmeans certain amounts
        owing to Lumina by its subsidiaries in respect of the Galino and Molino
        Properties;                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(zzz)  | Norco Redemption Amountmeans that
        amount equal to the fair market value of the Norco Preferred Shares divided
        by the number of Norco Preferred Shares issued for such property;                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(aaaa) | Norco Share Obligationsmeans the
        obligation of Norco under the Arrangement Agreement to issue that number
        of shares from its treasury equal to the number of shares issued by Lumina
        under the Lumina Warrants, from time to time, in consideration of receiving
        proceeds equal to .7% of the exercise price of the Lumina Warrant;                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(bbbb) | Norco Transferred Assetsmeans the
        Norco Cash, the Norco Contracts, the common shares of 1327008 and Lumina
        SAC and the Norco Receivables, all of which will be transferred by Lumina
        to Norco pursuant to the Plan of Arrangement;                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(cccc) | Plan of Arrangementmeans this plan
        of arrangement, as it may be amended from time to time in accordance with
        section 6.1 of the Arrangement Agreement;                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(dddd) | PUCmeans paid-up capital as defined
        in subsection 89 (1) of the ITA;                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(eeee) | Pashpap Property means the copper property
        held by Lumina SAC in Peru;                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ffff) | Redstone Propertymeans the copper
        property locate in the Northwest Territories;                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(gggg) | Regalito Propertymeans the copper
        property in the 3rdregion of Chile;                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(hhhh) | Registrarmeans the Registrar of
        Companies appointed under the BCBCA;                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(iiii) | RelinComeans Relincho Bahamas Ltd.
        a wholly-owned subsidiary of Lumina which has the exclusive option to
        acquire 100% of the Relincho Property.                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(jjjj) | Relincho Propertymeans the copper
        property in the third region of Chile;                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(kkkk) | San Jorge Propertymeans the copper
        mineral in Argentina;                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(llll) | Series A Special Warrantmeans a
        warrant to be issued by any one of Lumina, Lumco, Global or Norco to the
        other parties entitling those parties to receive, at no additional consideration,
        shares of the issuing party;                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(mmmm) | Shareholdermeans a holder of Lumina
        Common Shares and Shareholders means more than one
        Shareholder;                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(nnnn) | Taca Taca Propertymeans the copper
        property located in Argentina;                                                                                                                                                                                                                                                                                                                                                        

G-15

---

|(oooo) | TSXmeans the Toronto Stock Exchange;                                                                                                                                                                                                             
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                    
|(pppp) | TSX-Vmeans the TSX Venture Exchange;                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                    
|(qqqq) | Transfer Agentmeans Pacific Corporate
        Trust Company;                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                    
|(rrrr) | Vizcachitasmeans Vizcachitas Ltda.
        a wholly subsidiary of Lumina which indirectly owns or has an interest
        in and will, upon completion of the Arrangement indirectly own or have
        an interest in the Vizcachitas Property;
|       |                                                                                                                                                                                                                                                    
|(ssss) | Vizcachitas Propertymeans the copper
        mining property in Chile; and                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                    
|(tttt) | 1327008means 1327008 Ontario Inc.,
        a wholly-owned subsidiary of Lumina which indirectly owns and will, upon
        completion of the Arrangement indirectly own 50% of the Molino Property.                                             

1.2Interpretation
  Not Affected By Headings

The division of this Plan of Arrangement into articles, sections,
  and other portions, and the insertion of headings are for the convenience of
  reference only and shall not affect the construction or interpretation of this
  Plan of Arrangement. The terms this Plan of Arrangement, hereof,
  herein, hereunder and similar expressions refer to this
  Plan of Arrangement as a whole and not to any particular article, section, subsection,
  paragraph or part hereof. Unless something in the subject matter or context
  is inconsistent therewith, all references herein to articles, sections and other
  portions are to articles, sections and other portions to this Plan of Arrangement.

1.3Number and
  Gender

In this Plan of Arrangement, words importing the singular number
  only shall include the plural and vice versa, and words importing the masculine
  gender shall include the feminine and neuter genders, and words importing persons
  shall include individuals, partnerships, associations, trusts, unincorporated
  organizations and corporations.

1.4Statutes

A reference to a statute shall be deemed to include every regulation
  made pursuant thereto, all amendments to the statute or to any such regulation
  enforced from time to time, and any statute or regulation that supplements or
  supersedes such statute or any such regulation.

1.5Currency

All references to currency herein are to lawful money of Canada
  unless otherwise specified herein.

ARTICLE 2.ARRANGEMENT
  AGREEMENT

2.1Arrangement
  Agreement

This Plan of Arrangement is made pursuant and subject to the
  provisions of the Arrangement Agreement.

ARTICLE 3.THE
  ARRANGEMENT

3.1The Arrangement

On the Effective Date, the following shall occur and be deemed
  to occur in the following order, unless otherwise noted, without further act
  or formality and with each transaction or event being deemed to occur immediately
  after the occurrence of the transaction or event immediately preceding it:

|(a) | Lumina's authorized share structure shall
        be amended by:
|--- | ----------------------------------------------------------------
|    |                                                                 
|    | (i)                                                             

G-16

---

|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | canceling the 100,000,000 unissued preferred
        shares;                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | creating the following four new classes of
        shares:                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (A)                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (B)                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (C)                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (D)                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Luminas shares shall have the rights
        and restrictions set out in Luminas Articles. Luminas Articles
        shall be amended by adding, as Article 27 of the Articles, the rights
        and restrictions set out in Schedule A hereto;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(b) | Luminas central securities register
        for common shares shall be redesignated as the central securities register
        for the Class A Common shares;                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(c) | Lumco's authorized share structure shall be
        amended by creating a new class of shares consisting of an unlimited number
        of special preferred shares with a par value equal to the Lumco Redemption
        Amount and having the rights and restrictions set out in Lumco's Articles.
        Lumco's Articles shall be amended by adding, as Article 27 of the Articles,
        the rights and restrictions set out in Schedule B hereto;                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(d) | Norcos authorized share structure shall
        be amended by creating a new class of shares consisting of an unlimited
        number of special preferred shares with a par value equal to the Norco
        Redemption Amount and having the rights and restrictions set out in Norco's
        Articles. Norcos Articles shall be amended by adding, as Article
        27 of the Articles, the rights and restrictions set out in Schedule B
        hereto;                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(e) | Globals authorized share structure shall
        be amended by creating a new class of shares consisting of an unlimited
        number of special preferred shares with a par value equal to the Global
        Redemption Amount and having the rights and restrictions set out in Global's
        Articles. Globals Articles shall be amended by adding, as Article
        27 of the Articles, the rights and restrictions set out in Schedule B
        hereto;                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(f) | Lumina will sell and transfer the Lumco Transferred
        Assets to Lumco in consideration for the issuance by Lumco of 1,000 Lumco
        Preferred Shares and the Lumco Share Obligations. Lumina shall take all
        such actions and deliver all such documents as may be required to convey
        title to the Lumco Transferred Assets to Lumco;                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(g) | Lumina will sell and transfer the Norco Transferred
        Assets to Norco in consideration for the issuance by Norco of 1,000 Norco
        Preferred Shares and the Norco Share Obligations. Lumina shall take all
        such actions and deliver all such documents as may be required to convey
        title to the Norco Transferred Assets to Norco;                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(h) | Lumina will sell and transfer the Global Transferred
        Assets to Global in consideration for the issuance by Global of 1,000
        Global Preferred Shares and the Global Share Obligations. Lumina shall
        take all such actions and deliver all such documents as may be required
        to convey title to the Global Transferred Assets to Global;                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(i) | Each Lumina Common Share issued and outstanding
        on the Effective Date (other than shares held by dissenting shareholders)
        will be exchanged for one New Lumina Common Share and one Lumina Series
        1 Special Share, one Lumina Series 2 Special Share and one Lumina Series
        3 Special Share. The PUC of the New Lumina Common Shares, the Lumina Series
        1 Special Shares, Lumina Series 2 Special Shares and the Lumina Series
        3 Special Share will be determined as follows:

G-17

---

| | (i)   | the amount of the PUC of the Lumina Series 1 Special
        Shares will be equal to their par value;                                                                                                    
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                          
| | (ii)  | the amount of the PUC of the Lumina Series 2 Special
        Shares will be equal to their par value;                                                                                                    
| |       |                                                                                                                                                                                                          
| | (iii) | the amount of the PUC of the Lumina Series 3 Special
        Shares will be equal to their par value; and                                                                                                
| |       |                                                                                                                                                                                                          
| | (iv)  | the amount of the PUC of the New Lumina Common Shares
        will be equal to the PUC of the Lumina Common Shares minus the aggregate
        of the PUC of the Lumina Series 1, 2 and 3 Special Shares;

Each Shareholder shall cease to the holder
  of the Lumina Common Shares so exchanged and shall become the holder of the
  number of New Lumina Common Shares, Lumina Series 1 Special Shares, Lumina Series
  2 Special Shares and Lumina Series 3 Special Shares issued to such Shareholder.
  The name of such Shareholder shall be removed from the central securities register
  for Lumina Common Shares in respect of the Lumina Common Shares so exchanged
  and shall be added to the central securities register of New Lumina Common Shares,
  Lumina Series 1 Special Shares, Lumina Series 2 Special Shares and the Lumina
  Series 3 Special Shares, respectively, so issued to such Shareholder;

|(j) | Each outstanding whole Lumina Option will be exchanged
        for one whole Lumco Option, one whole Norco Option, one whole Global Option
        and one whole New Lumina Option. The exercise price of each of the new
        options will, based on the approximate value of Luminas mineral
        properties in relation to Luminas market capitalization, be .8%
        of the Exercise Price for the Lumco Option, .7% of the Exercise Price
        for the Norco Option, 3.4% of the Exercise Price for the Global Option
        and 95.1% of the Exercise Price for the New Lumina Option;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(k) | The Lumina Common Shares exchanged for the New Lumina
        Common Shares, the Lumina Series 1 Special Shares, the Lumina Series 2
        Special Shares and the Lumina Series 3 Special Shares shall be cancelled
        and the appropriate entry shall be made in Luminas central securities
        registry;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(l) | Each holder of Lumina Series 1 Special Shares will transfer,
        with good and marketable title free and clear of all encumbrances, such
        shares to Lumco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(m) | Each holder of Lumina Series 2 Special Shares will transfer,
        with good and marketable title free and clear of all encumbrances, such
        shares to Norco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(n) | Each holder of Lumina Series 3 Special Shares will transfer,
        with good and marketable title free and clear of all encumbrances, such
        shares to Global;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(o) | As consideration for the Lumina Series 1 Special Shares
        transferred to it, Lumco will issue to such holders, Lumco Common Shares
        on the basis of one Lumco Common Share for every one whole Lumina Series
        1 Special Share held by a respective holder. The stated capital account
        maintained in respect of Lumco Common Shares shall be increased by an
        amount equal to the PUC of the transferred Lumina Series 1 Special Shares.
        In connection with such sale and transfer, each holder of Lumina Series
        1 Special Shares so sold and transferred shall cease to be the holder
        of the Lumina Series 1 Special Shares so sold and transferred and shall
        become the holder of the number of Lumco Common Shares issued to such
        holder. The name of such holder shall be removed from the central securities
        register of Lumina Series 1 Special Shares in respect of the Lumina Series
        1 Special Shares so sold and transferred and shall be added to the central
        securities register of Lumco as the holder of the number of Lumco Common
        Shares so issued to such holder, and Lumco shall be and shall be deemed
        to be the transferee of the Lumina Series 1 Special Shares so transferred
        and the name of Lumco shall be entered in the central securities register
        of Lumina Series 1 Special Shares so sold and transferred to Lumco;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(p) | As consideration for the Lumina Series 2 Special Shares
        transferred to it, Norco will issue to such holders, Norco Common Shares
        on the basis of one Norco Common Share for every one whole Lumina Series
        2 Special Share held by a respective holder. The stated capital account
        maintained in respect of Norco Common Shares shall be increased by an
        amount equal to the PUC of the transferred Lumina Series 2 Special Shares.
        In connection with such sale and transfer, each holder of Lumina Series
        2 Special Shares so sold and transferred shall cease to be the holder
        of the Lumina Series 2 Special Shares so sold and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

G-18

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|    | transferred and shall become the holder of the number
        of Norco Common Shares issued to such holder. The name of such holder
        shall be removed from the central securities register of Lumina Series
        2 Special Shares in respect of the Lumina Series 2 Special Shares so sold
        and transferred and shall be added to the central securities register
        of Norco as the holder of the number of Norco Common Shares so issued
        to such holder, and Norco shall be and shall be deemed to be the transferee
        of the Lumina Series 2 Special Shares so transferred and the name of Norco
        shall be entered in the central securities register of Lumina Series 2
        Special Shares so sold and transferred to Norco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(q) | As consideration for the Lumina Series 3 Special Shares
        transferred to it, Global will issue to such holders, Global Common Shares
        on the basis of one Global Common Share for every one whole Lumina Series
        3 Special Share held by a respective holder. The stated capital account
        maintained in respect of Global Common Shares shall be increased by an
        amount equal to the PUC of the transferred Lumina Series 3 Special Shares.
        In connection with such sale and transfer, each holder of Lumina Series
        3 Special Shares so sold and transferred shall cease to be the holder
        of the Lumina Series 3 Special Shares so sold and transferred and shall
        become the holder of the number of Global Common Shares issued to such
        holder. The name of such holder shall be removed from the central securities
        register of Lumina Series 3 Special Shares in respect of the Lumina Series
        3 Special Shares so sold and transferred and shall be added to the central
        securities register of Global as the holder of the number of Global Common
        Shares so issued to such holder, and Global shall be and shall be deemed
        to be the transferee of the Lumina Series 3 Special Shares so transferred
        and the name of Global shall be entered in the central securities register
        of Lumina Series 3 Special Shares so sold and transferred to Global;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(r) | Lumina will purchase for cancellation the Lumina Series
        1 Special Shares held by Lumco in consideration of the issuance by Lumina
        of the Lumina Lumco Note. The repurchased Lumina Series 1 Special Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Lumina Series 1 Special Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(s) | Lumina will purchase for cancellation the Lumina Series
        2 Special Shares held by Norco in consideration of the issuance by Lumina
        of the Lumina Norco Note. The repurchased Lumina Series 2 Special Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Lumina Series 2 Special Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(t) | Lumina will purchase for cancellation the Lumina Series
        3 Special Shares held by Global in consideration of the issuance by Lumina
        of the Lumina Global Note. The repurchased Lumina Series 3 Special Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Lumina Series 3 Special Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(u) | The authorized share structure of Lumina shall be amended
        by eliminating the 100,000,000 Class A Common Shares without par value,
        the unlimited Series 1 Special Shares without par value, the unlimited
        Series 2 Special Shares and the unlimited Series 3 Special Shares none
        of which are issued. Luminas Articles shall be amended by deleting
        Article 27 of the Articles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(v) | Lumco will purchase for cancellation the 1,000 Lumco
        Preferred Shares held by Lumina in consideration for the issuance by Lumco
        to Lumina of the Lumco Note having a principal amount and fair market
        value equal to the aggregate fair market value of the 1,000 Lumco Preferred
        Shares purchased for cancellation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The repurchased Lumco Preferred Shares shall be cancelled
        and the appropriate entry made on the central securities registry for
        the Lumco Preferred Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(w) | The authorized share structure of Lumco shall be amended
        by eliminating the unlimited preferred shares without par value, none
        of which are issued. Lumco's Articles shall be amended by deleting Article
        27 of the Articles which contain the rights and restrictions attached
        to the Lumco Common Shares and Lumco Preferred Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(x) | Norco will purchase for cancellation the 1,000 Norco
        Preferred Shares held by Lumina in consideration for the issuance by Norco
        to Lumina of the Norco Note having a principal amount and fair market
        value equal to the aggregate fair market value of the Norco Preferred
        Shares purchased for cancellation. The                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

G-19

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|     | repurchased Norco Preferred Shares shall be cancelled
        and the appropriate entry made on the central securities registry for
        the Norco Preferred Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(y)  | The authorized share structure of Norco shall
        be amended by eliminating the unlimited special preferred shares without
        par value, none of which are issued. Norco's Articles shall be amended
        by deleting Article 27 of the Articles which contain the rights and restrictions
        attached to the Norco Common Shares and Norco Preferred Shares;                                                                                                                                                                                                                                                                    
|
|
|
|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(z)  | Global will purchase for cancellation the 1,000 Global
        Preferred Shares held by Lumina in consideration for the issuance by Global
        to Lumina of the Global Note having a principal amount and fair market
        value equal to the aggregate fair market value of the Global Preferred
        Shares purchased for cancellation. The repurchased Global Preferred Shares
        shall be cancelled and the appropriate entry made on the central securities
        registry for the Global Preferred Shares;                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(aa) | The authorized share structure of Global shall
        be amended by eliminating the unlimited special preferred shares without
        par value, none of which are issued. Global's Articles shall be amended
        by deleting Article 27 of the Articles which contain the rights and restrictions
        attached to the Global Common Shares and Global Preferred Shares;                                                                                                                                                                                                                                                                
|
|
|
|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(bb) | Lumina will pay the principal amount of the Lumina Lumco
        Note by transferring to Lumco the Lumco Note which will be accepted by
        Lumco as full payment, satisfaction and discharge of Luminas obligation
        under the Lumina Lumco Note and simultaneously, Lumco will pay the principal
        amount of the Lumco Note by transferring to Lumina the Lumina Lumco Note
        which will be accepted by Lumina as full payment, satisfaction and discharge
        of Lumco's obligation under the Lumco Note. The Lumina Lumco Note and
        the Lumco Note will both thereupon be cancelled;                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(cc) | Lumina will pay the principal amount of the Lumina Norco
        Note by transferring to Norco the Norco Note which will be accepted by
        Norco as full payment, satisfaction and discharge of Luminas obligation
        under the Lumina Norco Note and simultaneously, Norco will pay the principal
        amount of the Norco Note by transferring to Lumina the Lumina Norco Note
        which will be accepted by Lumina as full payment, satisfaction and discharge
        of Norco's obligation under the Norco Note. The Lumina Norco Note and
        the Norco Note will both thereupon be cancelled;                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(dd) | Lumina will pay the principal amount of the Lumina Global
        Note by transferring to Global the Global Note which will be accepted
        by Global as full payment, satisfaction and discharge of Luminas
        obligation under the Lumina Global Note and simultaneously, Global will
        pay the principal amount of the Global Note by transferring to Lumina
        the Lumina Global Note which will be accepted by Lumina as full payment,
        satisfaction and discharge of Global's obligation under the Global Note.
        The Lumina Global Note and the Global Note will both thereupon be cancelled;
        and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(ee) | Lumina will change its name to Regalito Copper Corp.
        or such other name as is acceptable to the British Columbia Registrar
        of Companies, the TSE and AMEX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

3.2Treatment
  of Lumina Warrants

After the Effective Date, each whole Lumina Warrant outstanding
  on the Effective Date will entitle the holder thereof to receive, upon exercise
  on or after the Effective Date, one New Lumina Common Share, one Norco Common
  Share, one Global Common Share and one Lumco Common Share at an aggregate exercise
  price equal to the exercise price provided for in the certificate representing
  such Lumina Warrant, subject to the terms and conditions contained in such certificate.
  Holders of Lumina Warrants will not be permitted to exercise Lumina Warrants
  to purchase New Lumina Common Shares, Lumco Common Shares, Global Common Shares
  or Norco Common Shares separately from each other.

Lumina will use the net proceeds from the exercise of any Lumina
  Warrants after the Effective Date to acquire Lumco, Global and Norco Common
  Shares by exercising its warrants such that Lumina will receive 95.1% of the
  net proceeds per New Lumina share issued, Lumco will receive .8% of the net
  proceeds per Lumco Common Share issued, Global will receive 3.4% of the net
  proceeds per Global Common Share issued and Norco will receive .7%

G-20

---

of the net proceeds per Norco Common Share issued. Upon receipt
  of such funds, Lumco, Global and Norco will issue and deliver to Lumina the
  certificate representing the new Lumco Common Shares, Global Common Shares and
  Norco Common Shares to which Lumina is entitled and Lumina will assign and deliver
  the Lumco, Global, and Norco Common Shares to the holder of the Lumina Warrants.

From the Effective Time, certificates representing Lumina Warrants
  which were outstanding on the Effective Date will represent rights to purchase
  the same number of New Lumina Common Shares as represented by the certificate
  and the same number of Lumco, Global and Norco Common Shares. Lumina, Lumco,
  Global and Norco will not issue new warrant certificates representing such rights.

3.3Treatment
  of Lumina Options

On the Effective Date, each whole Lumina Option outstanding on
  the Effective Date will be exchanged for one whole Lumco Option, one whole Norco
  Option, one whole Global Option and one whole New Lumina Option. The exercise
  price of each of the new options will be .8% of the Exercise Price for the Lumco
  Option, .8% of the Exercise Price for the Norco Option, 3.4% of the Exercise
  Price for the Global Option and 95.1% of the Exercise Price for the New Lumina
  Option.

3.4      Treatment of Bonus Shares

After the Effective Date if Lumina, at any time, issues bonus
  shares to a party pursuant to the Lumina Stock Option Plan in connection with
  an agreement entered into prior to the Effective Date then Lumco, Global and
  Norco will issue and deliver to that party a certificate representing the same
  number of new Lumco Common Shares, Global Common Shares and Norco Common Shares
  as Lumina issued to the party.

3.5      Treatment of Future Stock
  Issuances

Lumina represents and Norco, Lumco and Global acknowledge that
  on or before the Effective Date Lumina will not have any Lumina Property Stock
  Requirements. The parties agree that, unless otherwise agreed by all of the
  parties, no party will exercise any right or option they may have to issue shares
  from their respective treasuries as or as part of the consideration to complete
  the purchase of any of the Current Properties that they may receive title to
  as part of the Arrangement.

3.6      Deemed Fully Paid and Non-Assessable
  Shares

All New Lumina Common Shares, Lumina Series 1 Special Shares,
  Lumina Series 2 Special Shares, Lumina Series 3 Special Shares, Lumco Common
  Shares, Lumco Class A Shares, Global Common Shares, Global Class A Shares, Norco
  Common Shares, Norco Class A Shares issued pursuant hereto shall be deemed to
  be validly issued and outstanding as fully paid and non-assessable shares for
  all purposes of the BCBCA.

3.7      Arrangement Effectiveness

On the Effective Date, the Arrangement shall become finally and
  conclusively binding on the Shareholders and each of Lumina, Norco, Global and
  Lumco.

3.8      Supplementary Actions

Notwithstanding that the transaction and events set out in section
  3.1 shall occur and shall be deemed to occur in the order therein set out without
  any act or formality, each of Lumina, Norco, Global and Lumco shall be required
  to make, do and execute or cause and procure to be made, done and executed all
  such further acts, deeds, agreements, transfers, assurances, instruments or
  documents as may be required to further document or evidence any of the transactions
  or events set out in section 3.1, including without limitation, any resolutions
  of directors authorizing the issue, transfer or purchase for cancellation of
  shares, any share transfer powers evidencing the transfer of shares and any
  receipt therefore, any promissory notes and receipts therefor and any necessary
  addition to or deletions from share registers.

G-21

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ARTICLE 4.CERTIFICATES
  AND DOCUMENTATION

4.1Lumina Common
  Share Certificates

From and after the Effective Time, share certificates representing
  Lumina Common Shares shall for all purposes be deemed to be share certificates
  representing New Lumina Common Shares, and no new share certificates shall be
  issued with respect to the New Lumina Common Shares issued in connection with
  the Arrangement.

4.2Lumina Special
  Share Certificates

Recognizing that all of the Lumina Series 1 Special Shares, Lumina
  Series 2 Special Shares and Lumina Series 3 Special Shares issued to the Shareholders
  will immediately be transferred to Lumco, Global and Norco in exchange for Lumco,
  Global and Norco Common Shares, Lumina will not issue certificates representing
  the Lumina Series 1 Special Shares, Lumina Series 2 Special Shares and Lumina
  Series 3 Special Shares.

4.3 **Lumco, Global
  and Norco Special Preferred Share Certificates**

Recognizing that all of the Lumco, Global and Norco Special Preferred
  Share Certificates issued to Lumina will immediately be repurchased for cancellation,
  each of Lumco, Global and Norco will not issue certificates representing their
  respective Lumco, Global and Norco Special Preferred Shares.

4.4      Lumco, Global and Norco
  Common Share Certificates

As soon as practicable after the Effective Time, Lumco, Global
  and Norco shall cause to be issued to the registered holders of Lumco, Global
  and Norco Common Shares at the close of business on the Effective Date, share
  certificates representing in the aggregate number of the Lumco, Global and Norco
  Common Shares to which such holders are entitled following the Effective Date
  and shall cause such certificates to be delivered or mailed to such holder in
  accordance with the terms hereof.

4.5      Fractional Shares

No fractional Lumina Series 1 Special Shares, Lumina Series 2
  Special Shares and Lumina Series 3 Special Shares will be issued and the number
  of Lumina Series 1 Special Shares, Lumina Series 2 Special Shares and Lumina
  Series 3 Special Shares to which each Shareholder will be entitled shall be
  rounded down to the next whole number. No fractional shares, including shares
  issuable upon the exercise of any Lumina Warrants after the Effective Date,
  will be issued, and no cash will be paid in lieu thereof, by Lumina, Lumco,
  Global and Norco. Any fractions resulting will be rounded down to the nearest
  whole number. No subscription for a fraction of a Lumco, Global and Norco Common
  Share will be accepted with respect to the exercise of Lumina Warrants as set
  out in paragraph 3.2 above.

ARTICLE 5.AMENDMENT
  AND TERMINATION

5.1Amendment

This Plan of Arrangement may, at any time and from time to time
  before or after the holding of the Meeting but not later than the Effective
  Date, be amended in a manner not materially prejudicial to the Shareholders
  provided that such amendment be contained in a written document which is filed
  with the Court.

5.2Termination

This Plan of Arrangement may, at any time before or after the
  holding of the Meeting but no later than the Effective Date, be terminated by
  the Board of Directors of Lumina without further notice to, or action on the
  part of, its Shareholders.

Without limiting the generality of the foregoing, Lumina may
  terminate this Plan of Arrangement, if prior to the Effective Date, there is
  a material change in the business, operations, properties, assets, liabilities
  or condition,

G-22

---

financial or otherwise, of Lumina and its subsidiaries, taken
  as a whole, or in Lumco, or any change in general economic conditions, interest
  rates or any outbreak or material escalation in, or the cessation of, hostilities
  or any other calamity or crisis, or there should develop, occur or come into
  effect any occurrence which has a material effect on the financial markets of
  Canada and the board of directors of Lumina determines in its sole judgment
  that it would be inadvisable in such circumstances for Lumina to proceed with
  the Arrangement.

5.3Effect of
  Termination

Upon the termination of this Plan of Arrangement pursuant to
  Section 5.2 hereof, no party shall have any liability or further obligation
  to any other party hereunder.

ARTICLE 6.RIGHTS
  OF DISSENT AND APPRAISAL

6.1Dissent Right

Notwithstanding section 3.1 hereof, Shareholders may exercise
  rights of dissent (the Dissent Right) in connection with the Arrangement
  pursuant to the Interim Order and this Article 6.

6.2Notice of
  Dissent

A Shareholder who wishes to exercise a Dissent Right must give
  written notice of dissent (Notice of Dissent) to Lumina by depositing
  such Notice of Dissent with Lumina, or mailing it to Lumina by registered mail,
  at its head office at Suite 1550, 625 Howe Street, Vancouver, British Columbia,
  V6C 2T6, marked to the attention of the President, not later than two days before
  the Lumina Meeting. A Shareholder who has given a Notice of Dissent in accordance
  with this section 6.2 is herein referred to as a Dissenting Shareholder.
  A Shareholder who wishes to dissent must prepare a separate notice of dissent
  for (i) the Shareholder, if the Shareholder is dissenting on its own behalf
  and (ii) each person who beneficially owns shares in the Shareholders
  name and on whose behalf the Shareholder is dissenting. To be valid, a Notice
  of Dissent must:

|(a) | identify in each Notice of Dissent the person
        on whose behalf dissent is being exercised;                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                           
|(b) | set out the number of Lumina Common Shares
        in respect of which the Shareholder is exercising the Dissent Right (the
        Notice Shares), which number cannot be less than all of the
        Lumina Common Shares held by the beneficial holder on whose behalf the
        Dissent Right is being exercised;
|    |                                                                                                                                                                                                                                                                                                                           
|(c) | if the Notice Shares constitute all of the
        shares of which the Dissenting Shareholder is both the registered owner
        and beneficial owner and the Dissenting Shareholder owns no other shares
        of Lumina as beneficial owner, a statement to that effect;                                            
|    |                                                                                                                                                                                                                                                                                                                           
|(d) | if the Notice Shares constitute all of the
        shares of which the Dissenting Shareholder is both the registered and
        beneficial owner but the Dissenting Shareholder owns other shares of Lumina
        as beneficial owner, a statement to that effect, and                                                 
|    |                                                                                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                           
|    | (iii)                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                           
|(e) | if dissent is being exercised by the Dissenting
        Shareholder on behalf of a beneficial owner who is not the Dissenting
        Shareholder, a statement to that effect, and                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                                                                                                      

G-23

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6.3Right of Dissenting
  Shareholder

The giving of a Notice of Dissent does not deprive a Shareholder
  of his or her right to vote at the Meeting on the special resolution approving
  the Arrangement. A vote against the special resolution or the execution or exercise
  of a proxy with instructions to vote against the special resolution does not
  constituted a Notice of Dissent.

6.4When Dissent
  Right Not Available:

A Shareholder is not entitled to exercise a Dissent Right with
  respect to any Lumina Common Shares if the a Shareholder votes ( or instructs
  or is deemed, by submission of any incomplete proxy, to have instructed his
  or her proxyholder to vote) in favour of the special resolution approving the
  Arrangement. However, a Shareholder may vote as a proxy for a Shareholder whose
  proxy required an affirmative vote, without affecting his or her right to exercise
  the Dissent Right in respect of the Lumina Common Shares of which he or she
  is the registered holder.

6.5Notice to
  Proceed

If Lumina intends to act on the authority of the special resolution
  approving the Arrangement, it must send a notice (the Notice to Proceed)
  to the Dissenting Shareholder promptly after the later of:

|(a) | the date on which Lumina forms the intention to proceed,
        and
|--- | --------------------------------------------------------------------
|    |                                                                     
|(b) | the date on which the Notice of Dissent was received.               

If Lumina has acted on the authority of that special resolution
  it must promptly send a Notice to Proceed to the Dissenting Shareholder. The
  Notice to Proceed must be dated not earlier than the date on which it is sent
  and state that Lumina intends to act or has acted on the authority of the special
  resolution and advise the Dissenting Shareholder of the manner in which dissent
  is to be completed under section 6.7 hereof.

6.6Entitlement
  to Payment of Fair Value

On receiving a Notice to Proceed in accordance with section 6.5
  hereof, the Dissenting Shareholder is entitled to require Lumina to purchase
  all of the Lumina Common Shares in respect of which the Notice of Dissent was
  given.

6.7Demand for
  Payment of Fair Value

A Dissenting Shareholder who receives a Notice to Proceed is
  bound to sell its Lumina Common Shares to Lumina and must send to Lumina within
  one month after the date of the Notice to Proceed:

|(a) | a written statement that the Dissenting Shareholder
        requires Lumina to purchases all of the Notice Shares;                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                              
|(b) | the certificates representing the Notice Shares,
        and                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                              
|(c) | if dissent is being exercised by the Shareholder
        on behalf of a beneficial owner who is not the Dissenting Shareholder,
        a written statement signed by the beneficial owner setting out whether
        the beneficial owner is the beneficial owner of other shares of Lumina
        and if so, setting out:
|    |                                                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                                         
|    | (iii)                                                                                                                                                                                                                                                                                                                        

whereupon Lumina is bound to purchase them in accordance with
  the Notice of Dissent.

6.8Payment for
  Notice Shares

Lumina and the Dissenting Shareholder may agree on the amount
  of the payout value of the Notice Shares and in that event, Lumina must either
  promptly pay that amount to the Dissenting Shareholder or send a notice to the

G-24

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Dissenting Shareholder that Lumina is unable lawfully to pay
  Dissenting Shareholders for their share as Lumina is insolvent or if the payment
  would render Lumina insolvent.

6.9Application
  to Court to Fix Payout Value

If Lumina and the Dissenting Shareholder do not agree on the
  amount of the payout value of the Notice Shares the Dissenting Shareholder or
  Lumina may apply to the court and the court may:

|(a) | determine the payout value of the Notice Shares or order
        that the payout value of the notice shares be established by arbitration
        or by reference to the registrar or a referee of the court;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                              
|(b) | join in the application each Dissenting Shareholder
        who has not agreed with Lumina on the amount of the payout value of the
        Notice Shares; and                                               
|    |                                                                                                                                                                                                              
|(c) | make consequential orders and give directions it considers
        appropriate.                                                                                                                              

Promptly after a determination of the payout value of the Notice
  Shares has been made, Lumina must either pay that amount to the Dissenting Shareholder
  or send a notice to the Dissenting Shareholder that Lumina is unable lawfully
  to pay Dissenting Shareholders for their shares as Lumina is insolvent or if
  the payment would render Lumina insolvent. If the Dissenting Shareholder receives
  a notice that Lumina is unable to lawfully pay Dissenting Shareholders for their
  share the Dissenting Shareholder may with in 30 days after receipt of the notice,
  withdraw his or her Notice of Dissent. If the Notice of Dissent is not withdrawn
  the Dissenting Shareholder remains a claimant against Lumina to be paid as soon
  as Lumina is lawfully able to do so or, in a liquidation, to be ranked subordinate
  to the rights of creditors of Lumina but in priority to its shareholders.

6.10Deemed Notice

Any notice required to be given by Lumina or a Dissenting Shareholder
  to the other in connection with the exercise of the Dissent Right, will be deemed
  to have been given and received, if delivered, on the day of delivery, if mailed,
  on the earlier of the date of receipt or the second business day after the day
  of mailing, or, if sent by telecopier or other similar form of transmission,
  the first business day after the date of transmittal.

6.11Consequences
  of Exercising Dissent Rights

A Shareholder who:

|(a) | properly exercises the Dissent Right by complying
        with all of the procedures (the Dissent Procedures) required
        to be complied with by a Dissenting Shareholder, will:
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|    |                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (ii)                                                                                                                                                                                   
|    |                                                                                                                                                                                        
|    | (iii)                                                                                                                                                                                  
|    |                                                                                                                                                                                        
|(b) | seeks to exercise the Dissent Right, but:                                                                                                                                              
|    |                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (ii)                                                                                                                                                                                   

will be deemed to have participated in the Arrangement on the
  same basis as each non-dissenting Shareholder and will receive his or her pro
  rata portion of the Lumco Common Shares based upon the number of Lumina Common

G-25

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Shares of which such Dissenting Shareholder is the registered
  holder. Lumina may in its sole discretion waive any non-compliance by a shareholder
  with any of the provisions of this Article 6 in order to give effect to a shareholder's
  Dissent Rights.

6.12Abandonment
  of Dissent

A Dissenting Shareholder may not withdraw a Notice of Dissent
  without the consent of Lumina. A dissenting Shareholder may, with the written
  consent of Lumina, at any time prior to the payment to the Dissenting Shareholder
  of the full amount of money to which the Dissenting shareholder is entitled
  under this Article 6, abandon such Dissenting Shareholders dissent to
  the Arrangement by giving written notice to Lumina withdrawing the Notice of
  Dissent by depositing such notice with Lumina or mailing it to Lumina by registered
  mail, at its head at office at Suite 1550, 625 Howe Street, Vancouver, British
  Columbia, V6C 2T6, marked to the attention of the President, and will then be
  deemed to have participated in the Arrangement on the same basis as each non-dissenting
  Shareholder and will receive such number of Lumco Global, and Norco Common Shares
  to which he or she is entitled.

6.13Reservation
  of Lumco, Global, and Norco Common Shares

If a Shareholder exercises the Dissent Right, Lumina shall on
  the Effective Date set aside and not distribute that portion of the Lumco, Global,
  and Norco Common Shares which is attributable to the Lumina Common Shares for
  which Dissent Rights have been exercised. If a Lumina Shareholder exercises
  the Dissent Right, but, as set out in subsection 6.11(b), does not properly
  comply with the Dissent Procedures or, subsequent to giving his or her Notice
  of Dissent, acts inconsistently with such dissent, then Lumina shall distribute
  to such Shareholder his or her pro rata portion of the Lumco, Global and Norco
  Common Shares. If a Shareholder duly complies with the Dissent Procedures as
  set out in subsection 6.11(a), then Lumina shall retain the portion of the Lumco,
  Global or Norco Common Shares attributable to such Shareholder (the Non-Distributed
  Lumco, Global or Norco Shares), and the Non-Distributed Lumco, Global,
  and Norco Shares will be dealt with as determined by the Board of Directors
  of Lumina in its discretion.

G-26

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SCHEDULE A TO PLAN OF ARRANGEMENT BEING APPENDIX I 
  TO THE ARRANGEMENT AGREEMENTMADE AS OF THE 28thDAY OF MARCH, 2005, AMONG
  LUMINA COPPER CORP., NORTHERN 
  PERU COPPER CORP., GLOBAL COPPER CORP. AND LUMINA RESOURCES CORP.(Paragraph 3.1 (a) Plan of Arrangement)

27. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON
  SHARES, CLASS A 
  COMMON SHARES, SERIES 1 SPECIAL SHARES, SERIES 2 SPECIAL SHARES SERIES 3 SPECIALSHARES

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES

The common shares (the Common Shares) shall have
  attached thereto the following special rights and restrictions:

1.Voting

The holders of the Common Shares shall be entitled to receive
  notice of and to attend all meetings of the shareholders of the Company and
  shall have one vote for each Common Share held at all meetings of the shareholders
  of the Company, except meetings at which only holders of another specified class
  or series of shares of the Company are entitled to vote separately as a class
  or series.

2.Dividends

Subject to the prior rights of the holders of any other shares
  ranking senior to the Common Shares with respect to priority in the payment
  of dividends, the holders of Common Shares shall be entitled to receive dividends
  and the Company shall pay dividends thereon, as and when declared by the board
  of directors of the Company out of moneys property applicable to the payment
  of dividends, in such amount and in such form as the board of directors of the
  Company may from time to time determine and all dividends which the board of
  directors of the Company may declare on the Common Shares shall be declared
  and paid in equal amounts per share on all Common Shares at the time outstanding.

3.Liquidation,
  Dissolution or Winding-Up

In the event of the dissolution, liquidation or winding-up of
  the Company, whether voluntary or involuntary, or any other distribution of
  assets of the Company among its shareholders for the purpose of winding-up its
  affairs, subject to the prior rights of any other shares ranking senior to the
  Common Shares with respect to priority in the distribution of assets upon dissolution,
  liquidation, winding-up or distribution for the purpose of winding-up, the holders
  of the Common Shares shall be entitled to receive the remaining property and
  assets of the Company.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE CLASS A COMMON
  SHARES

The class A common shares (the Class A Shares) shall
  have attached thereto the following special rights and restrictions:

1.Voting

The holders of the Class A Shares shall be entitled to receive
  notice of and to attend all meetings of the shareholders of the Company and
  shall have one vote for each Class A Shares held at all meetings of the shareholders
  of the Company, except meetings at which only holders of another specified class
  or series of shares of the Company are entitled to vote separately as a class
  or series.

2.Dividends

Subject to the prior rights of any other shares ranking senior
  to the Class A Shares with respect to priority in the payment of dividends,
  the holders of Class A Shares shall be entitled to receive dividends and the
  Company shall pay dividends thereon, as and when declared by the board of directors
  of the Company out of moneys property applicable to the payment of dividends,
  in such amount and in such form as the board of directors of the Company

---

may from time to time determine and all dividends which the board
  of directors of the Company may declare on the Class A Shares shall be declared
  and paid in equal amounts per share on all Class A Shares at the time outstanding.

3.Liquidation,
  Dissolution or Winding-Up

In the event of the dissolution, liquidation or winding-up of
  the Company, whether voluntary or involuntary, or any other distribution of
  assets of the Company among its shareholders for the purpose of winding-up its
  affairs, subject to the prior rights of any other shares ranking senior to the
  Class A Shares with respect to priority in the distribution of assets upon dissolution,
  liquidation, winding-up or distribution for the purpose of winding-up, the holders
  of the Class A Shares shall be entitled to receive the remaining property and
  assets of the Company.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES 1
  SPECIAL SHARES

The series 1 special shares with a par value equal to the redemption
  amount of the special preferred shares of Lumina Resources Corp. (Lumco)
  which shares may be issued to the Company by Lumco as consideration for the
  Company transferring to Lumco certain assets (the Series 1 Special Shares)
  shall have attached thereto the following special rights and restrictions:

1.Voting

The holders of Series 1 Special Shares are not entitled to notice
  of or to attend or vote at any meeting of shareholders of the Company except
  as may be required by the Business Corporations Act (British Columbia).

2.Dividends

Subject to the rights, privileges, restrictions and conditions
  attaching to shares of any class of the Company ranking prior to the Series
  1 Special Shares, the holders thereof are entitled to receive such dividends
  payable in money, property, or by the issue of fully paid shares of the Company,
  as may be declared by the Board of Directors and to receive on an equal basis
  share for share with the holders of the Common Shares and the Series 2 and 3
  Special Shares the remaining property of the Company upon the liquidation or
  winding up thereof.

The Directors of the Company may determine at any time and from
  time to time, with respect to all or portion of any dividend on the Series 1
  Special Shares of the Company that such dividend shall be payable in money or,
  in the case of electing holders whose addresses on the books of the Company
  are in Canada, and in jurisdictions specified by the Directors outside Canada,
  by the issue of fully paid Series 1 Special Shares of the Company having a value,
  as determined by the Directors, that is substantially equivalent, as of the
  date or period of days determined by the Directors, to the cash amount of such
  dividend, provided that the Directors may (but need not) value the Series 1
  Special Shares to be issued in payment of the dividend at a discount from or
  premium to the relevant market value thereof of up to 5%, in either case.

With respect to fractional shares that may result from any such
  stock dividend the Company shall issue to an agent for shareholders appointed
  by the Company a number of whole shares representing in the aggregate the fractional
  shares of all electing shareholders, unless the Directors of the Company otherwise
  determine, for instance by the payment of cash in lieu of fractional share interests
  that may result from any such stock dividend. In any event, no certificates
  representing fraction of share interests will be issued by the Company.

3.      Redemption

|(a) | The Company may, subject to the requirements
        of the Business Corporations Act(British Columbia), upon giving
        notice in the manner as hereinafter provided, redeem at any time the whole,
        or from time to time any part, of the then outstanding Series 1 Special
        Shares by payment in cash, promissory note or property for each share
        of any amount (the Redemption Amount) calculated as:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                 

G-28

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|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all declared and unpaid non-cumulative cash dividends
        thereon, divided by the number of Series 1 Special Shares first issued
        for such property.
|--- | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                
|(b) | In the case of redemption of Series 1 Special
        Shares under the provisions of sub-clause 3(a) hereof, the Company shall,
        unless waived in writing by the holders of all of the Series 1 Special
        Shares, at least 14 days before the date specified for redemption deliver
        or mail to each person who at the date of mailing is a registered holder
        of Series 1 Special Shares to be redeemed a notice in writing of the intention
        of the Company to redeem such Series 1 Special Shares. Such notice shall
        be delivered or mailed by letter, postage prepaid, addressed to each such
        shareholder at his address as it appears on the records of the Company
        or in the event of the address of any such shareholder not so appearing
        then to the last known address of such shareholder or if delivered, delivered
        to each such shareholder at such address; provided, however, that accidental
        failure to give any such notice to one or more of such shareholders shall
        not affect the validity of such redemption. Such notice shall set out
        the Redemption Amount and the date on which redemption is to take place
        and if part only of the shares held by the person to whom it is addressed
        is to be redeemed the number thereof to be so redeemed; provided, however,
        that if a part only of the Series 1 Special Shares for the time being
        outstanding is to be redeemed, the shares so to be redeemed shall be selected
        by lot in such manner as the directors in their discretion shall decide
        or if the directors so determine may be redeemed pro rata (disregarding
        fractions) unless otherwise agreed in writing by the holders of all of
        the Series 1 Special Shares. On or after the date so specified for redemption,
        the Company shall pay or cause to be paid to or to the order of the registered
        holders of the Series 1 Special Shares to be redeemed the Redemption Amount
        thereof on presentation and surrender at the registered office of the
        Company or any other place designated in such notice of the certificates
        representing the Series 1 Special Shares called for redemption. Such payment
        shall be made by cheque payable at par at any branch of the Companys
        bankers in Canada or by promissory note. If less than all of the Series
        1 Special Shares represented by any certificate are redeemed the holder
        shall be entitled to receive a new certificate for that number of Series
        1 Special Shares represented by the original certificate which are not
        redeemed. From and after the date specified for redemption in any such
        notice the holders of the Series 1 Special Shares called for redemption
        shall cease to be entitled to dividends and shall not be entitled to exercise
        any of the rights of shareholders in respect thereof unless payment of
        the Redemption Amount shall not be made upon presentation of certificates
        in accordance with the foregoing provisions, in which case the rights
        of shareholders shall remain unaffected. The Company shall have the right
        at any time after the mailing of notice of its intention to redeem any
        Series 1 Special Shares to deposit the Redemption Amount of the shares,
        either in cash or promissory note, so called for redemption or of such
        of the said shares represented by certificates as have not at the date
        of such deposit been surrendered by the holders thereof in connection
        with such redemption to a special account in any chartered bank or in
        any trust company in Canada, named in such notice, to be paid without
        interest to or to the order of the respective holders of such Series 1
        Special Shares called for redemption upon presentation and surrender to
        such bank or trust company of the certificates representing the same.
        Upon such deposit being made or upon the date specified for redemption
        in such notice, whichever is the later, the Series 1 Special Shares in
        respect whereof such deposit shall have been made shall be redeemed and
        the rights of the holders thereof after such deposit or such redemption
        date, as the case may be, shall be limited to receiving without interest
        their proportionate part of the total Redemption Amount so deposited against
        presentation and surrender of the said certificates held by them respectively
        and any interest on the amount so deposited shall be for the account of
        the Company. If any part of the total Redemption Amount so deposited has
        not been paid to or to the order of the respective holders of the Series
        1 Special Shares which were called for redemption within two years after
        the date upon which such deposit was made or the date specified for redemption
        in the said notice, whichever is the later such balance remaining in the
        said special account shall be returned to the Company without prejudice
        to the rights of the holders of the shares being redeemed to claim the
        Redemption Amount without interest from the Company.

4.      Retraction

Any holder of Series 1 Special Shares shall be entitled to require
  the Company to redeem, subject to the requirements of the Act, at any time or
  times all or any of the Series 1 Special Shares registered in the name of such
  holder on the books of the Company by tendering to the Company at the registered
  office of the Company a share certificate or certificates representing the Series
  1 Special Shares which the registered holder desires to have the Company redeem
  together with a notice in writing specifying (i) that the registered holder
  desires to have the

G-29

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Series 1 Special Shares represented by such certificate or certificates
  redeemed by the Company and (ii) the business day (Retraction Date)
  on which the holder desires to have the Company redeem such Series 1 Special
  Shares. The Retraction Date shall not be less than 30 days after the day on
  which the notice in writing is given to the Company without the consent of the
  Company. Upon receipt of a share certificate or certificates representing the
  Series 1 Special Shares which the registered holder desires to have the Company
  redeem together with such notice, the Company shall on the Retraction Date redeem
  such Series 1 Special Shares, by paying to such registered holder the Redemption
  Amount for each such Special Preferred Share being redeemed. Such payment shall
  be made by a promissory note or a cheque payable at par at any branch of the
  Companys bankers for the time being in Canada. If less than all of the
  Series 1 Special Shares represented by any certificate are redeemed, the holder
  shall be entitled to receive a new certificate for that number of Series 1 Special
  Shares represented by the original certificate or certificates which are not
  redeemed. The said Series 1 Special Shares shall be redeemed on the Retraction
  Date and from and after the Retraction Date the holder of such shares shall
  cease to be entitled to dividends and shall not be entitled to exercise any
  of the rights of holders of Series 1 Special Shares in respect thereof unless
  payment of the Redemption Amount is not made on the Retraction Date, in which
  event the rights of the holder of the Series 1 Special Shares shall remain unaffected.

5.      Liquidation, Dissolution
  or Winding-Up

In respect of the declaration and payment of dividends and upon
  the liquidation, dissolution or winding up of the Company the Series 1 Special
  Shares shall rank pari passu with the Series 2 Special Shares, the Series
  3 Special Shares and Common Shares of the Company.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES 2
  SPECIAL SHARES

The series 2 special shares with a par value equal to the redemption
  amount of the special preferred shares of Northern Peru Copper Corp. (Norco)
  which shares may be issued to the Company by Norco as consideration for the
  Company transferring to Norco certain assets (the Series 2 Special Shares)
  shall have attached thereto the following special rights and restrictions:

1.Voting

The holders of Series 2 Special Shares are not entitled to notice
  of or to attend or vote at any meeting of shareholders of the Company except
  as may be required by the Business Corporations Act (British Columbia).

2.Dividends

Subject to the rights, privileges, restrictions and conditions
  attaching to shares of any class of the Company ranking prior to the Series
  2 Special Shares, the holders thereof are entitled to receive such dividends
  payable in money, property, or by the issue of fully paid shares of the Company,
  as may be declared by the Board of Directors and to receive on an equal basis
  share for share with the holders of the Common Shares and the Series 1and 3
  Special Shares the remaining property of the Company upon the liquidation or
  winding up thereof.

The Directors of the Company may determine at any time and from
  time to time, with respect to all or portion of any dividend on the Series 2
  Special Shares of the Company that such dividend shall be payable in money or,
  in the case of electing holders whose addresses on the books of the Company
  are in Canada, and in jurisdictions specified by the Directors outside Canada,
  by the issue of fully paid Series 2 Special Shares of the Company having a value,
  as determined by the Directors, that is substantially equivalent, as of the
  date or period of days determined by the Directors, to the cash amount of such
  dividend, provided that the Directors may (but need not) value the Series 2
  Special Shares to be issued in payment of the dividend at a discount from or
  premium to the relevant market value thereof of up to 5%, in either case.

With respect to fractional shares that may result from any such
  stock dividend the Company shall issue to an agent for shareholders appointed
  by the Company a number of whole shares representing in the aggregate the fractional
  shares of all electing shareholders, unless the Directors of the Company otherwise
  determine, for instance by the payment of cash in lieu of fractional share interests
  that may result from any such stock dividend. In any event, no certificates
  representing fraction of share interests will be issued by the Company.

G-30

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3.      Redemption

|(a) | The Company may, subject to the requirements
        of the Business Corporations Act(British Columbia), upon giving
        notice in the manner as hereinafter provided, redeem at any time the whole,
        or from time to time any part, of the then outstanding Series 2 Special
        Shares by payment in cash, promissory note or property for each share
        of any amount (the Redemption Amount) calculated as:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | In the case of redemption of Series 2 Special
        Shares under the provisions of sub-clause 3(a) hereof, the Company shall,
        unless waived in writing by the holders of all of the Series 2 Special
        Shares, at least 14 days before the date specified for redemption deliver
        or mail to each person who at the date of mailing is a registered holder
        of Series 1 Special Shares to be redeemed a notice in writing of the intention
        of the Company to redeem such Series 1 Special Shares. Such notice shall
        be delivered or mailed by letter, postage prepaid, addressed to each such
        shareholder at his address as it appears on the records of the Company
        or in the event of the address of any such shareholder not so appearing
        then to the last known address of such shareholder or if delivered, delivered
        to each such shareholder at such address; provided, however, that accidental
        failure to give any such notice to one or more of such shareholders shall
        not affect the validity of such redemption. Such notice shall set out
        the Redemption Amount and the date on which redemption is to take place
        and if part only of the shares held by the person to whom it is addressed
        is to be redeemed the number thereof to be so redeemed; provided, however,
        that if a part only of the Series 1 Special Shares for the time being
        outstanding is to be redeemed, the shares so to be redeemed shall be selected
        by lot in such manner as the directors in their discretion shall decide
        or if the directors so determine may be redeemed pro rata (disregarding
        fractions) unless otherwise agreed in writing by the holders of all of
        the Series 2 Special Shares. On or after the date so specified for redemption,
        the Company shall pay or cause to be paid to or to the order of the registered
        holders of the Series 2 Special Shares to be redeemed the Redemption Amount
        thereof on presentation and surrender at the registered office of the
        Company or any other place designated in such notice of the certificates
        representing the Series 2 Special Shares called for redemption. Such payment
        shall be made by cheque payable at par at any branch of the Companys
        bankers in Canada or by promissory note. If less than all of the Series
        2 Special Shares represented by any certificate are redeemed the holder
        shall be entitled to receive a new certificate for that number of Series
        2 Special Shares represented by the original certificate which are not
        redeemed. From and after the date specified for redemption in any such
        notice the holders of the Series 2 Special Shares called for redemption
        shall cease to be entitled to dividends and shall not be entitled to exercise
        any of the rights of shareholders in respect thereof unless payment of
        the Redemption Amount shall not be made upon presentation of certificates
        in accordance with the foregoing provisions, in which case the rights
        of shareholders shall remain unaffected. The Company shall have the right
        at any time after the mailing of notice of its intention to redeem any
        Series 2 Special Shares to deposit the Redemption Amount of the shares,
        either in cash or promissory note, so called for redemption or of such
        of the said shares represented by certificates as have not at the date
        of such deposit been surrendered by the holders thereof in connection
        with such redemption to a special account in any chartered bank or in
        any trust company in Canada, named in such notice, to be paid without
        interest to or to the order of the respective holders of such Series 2
        Special Shares called for redemption upon presentation and surrender to
        such bank or trust company of the certificates representing the same.
        Upon such deposit being made or upon the date specified for redemption
        in such notice, whichever is the later, the Series 2 Special Shares in
        respect whereof such deposit shall have been made shall be redeemed and
        the rights of the holders thereof after such deposit or such redemption
        date, as the case may be, shall be limited to receiving without interest
        their proportionate part of the total Redemption Amount so deposited against
        presentation and surrender of the said certificates held by them respectively
        and any interest on the amount so deposited shall be for the account of
        the Company. If any part of the total Redemption Amount so deposited has
        not been paid to or to the order of the respective holders of the Series
        2 Special Shares which were called for redemption within two years after
        the date upon which such deposit was made or the date specified for redemption
        in the said notice, whichever is the later such balance

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remaining in the said special account
  shall be returned to the Company without prejudice to the rights of the holders
  of the shares being redeemed to claim the Redemption Amount without interest
  from the Company.

4.      Retraction

Any holder of Series 2 Special Shares shall be entitled to require
  the Company to redeem, subject to the requirements of the Act, at any time or
  times all or any of the Series 2 Special Shares registered in the name of such
  holder on the books of the Company by tendering to the Company at the registered
  office of the Company a share certificate or certificates representing the Series
  2 Special Shares which the registered holder desires to have the Company redeem
  together with a notice in writing specifying (i) that the registered holder
  desires to have the Series 2 Special Shares represented by such certificate
  or certificates redeemed by the Company and (ii) the business day (Retraction
  Date) on which the holder desires to have the Company redeem such Series
  2 Special Shares. The Retraction Date shall not be less than 30 days after the
  day on which the notice in writing is given to the Company without the consent
  of the Company. Upon receipt of a share certificate or certificates representing
  the Series 2 Special Shares which the registered holder desires to have the
  Company redeem together with such notice, the Company shall on the Retraction
  Date redeem such Series 2 Special Shares, by paying to such registered holder
  the Redemption Amount for each such Special Preferred Share being redeemed.
  Such payment shall be made by a promissory note or a cheque payable at par at
  any branch of the Companys bankers for the time being in Canada. If less
  than all of the Series 2 Special Shares represented by any certificate are redeemed,
  the holder shall be entitled to receive a new certificate for that number of
  Series 2 Special Shares represented by the original certificate or certificates
  which are not redeemed. The said Series 2 Special Shares shall be redeemed on
  the Retraction Date and from and after the Retraction Date the holder of such
  shares shall cease to be entitled to dividends and shall not be entitled to
  exercise any of the rights of holders of Series 2 Special Shares in respect
  thereof unless payment of the Redemption Amount is not made on the Retraction
  Date, in which event the rights of the holder of the Series 2 Special Shares
  shall remain unaffected.

5.      Liquidation, Dissolution
  or Winding-Up

In respect of the declaration and payment of dividends and upon
  the liquidation, dissolution or winding up of the Company the Series 2 Special
  Shares shall rank pari passu with the Series 1 Special Shares and the
  Series 3 Special Shares and the Common Shares of the Company.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES 3 SPECIAL
  SHARES

The series 3 special shares with a par value equal to the redemption
  amount of the special preferred shares of Global Copper Corp. (Global)
  which shares may be issued to the Company by Global as consideration for the
  Company transferring to Global certain assets (the Series 3 Special Shares)
  shall have attached thereto the following special rights and restrictions:

3.Voting

The holders of Series 3 Special Shares are not entitled to notice
  of or to attend or vote at any meeting of shareholders of the Company except
  as may be required by the Business Corporations Act (British Columbia).

4.Dividends

Subject to the rights, privileges, restrictions and conditions
  attaching to shares of any class of the Company ranking prior to the Series
  3 Special Shares, the holders thereof are entitled to receive such dividends
  payable in money, property, or by the issue of fully paid shares of the Company,
  as may be declared by the Board of Directors and to receive on an equal basis
  share for share with the holders of the Common Shares and the Series 1 and 2
  Special Shares the remaining property of the Company upon the liquidation or
  winding up thereof.

The Directors of the Company may determine at any time and from
  time to time, with respect to all or portion of any dividend on the Series 3
  Special Shares of the Company that such dividend shall be payable in money or,
  in the case of electing holders whose addresses on the books of the Company
  are in Canada, and in jurisdictions specified by the Directors outside Canada,
  by the issue of fully paid Series 3 Special Shares of the Company having a value,
  as determined by the Directors, that is substantially equivalent, as of the
  date or period of days determined by the

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Directors, to the cash amount of such dividend, provided that
  the Directors may (but need not) value the Series 3 Special Shares to be issued
  in payment of the dividend at a discount from or premium to the relevant market
  value thereof of up to 5%, in either case.

With respect to fractional shares that may result from any such
  stock dividend the Company shall issue to an agent for shareholders appointed
  by the Company a number of whole shares representing in the aggregate the fractional
  shares of all electing shareholders, unless the Directors of the Company otherwise
  determine, for instance by the payment of cash in lieu of fractional share interests
  that may result from any such stock dividend. In any event, no certificates
  representing fraction of share interests will be issued by the Company.

3.      Redemption

|(a) | The Company may, subject to the requirements
        of the Business Corporations Act(British Columbia), upon giving
        notice in the manner as hereinafter provided, redeem at any time the whole,
        or from time to time any part, of the then outstanding Series 3 Special
        Shares by payment in cash, promissory note or property for each share
        of any amount (the Redemption Amount) calculated as:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | In the case of redemption of Series 3 Special
        Shares under the provisions of sub-clause 3(a) hereof, the Company shall,
        unless waived in writing by the holders of all of the Series 3 Special
        Shares, at least 14 days before the date specified for redemption deliver
        or mail to each person who at the date of mailing is a registered holder
        of Series 3 Special Shares to be redeemed a notice in writing of the intention
        of the Company to redeem such Series 3 Special Shares. Such notice shall
        be delivered or mailed by letter, postage prepaid, addressed to each such
        shareholder at his address as it appears on the records of the Company
        or in the event of the address of any such shareholder not so appearing
        then to the last known address of such shareholder or if delivered, delivered
        to each such shareholder at such address; provided, however, that accidental
        failure to give any such notice to one or more of such shareholders shall
        not affect the validity of such redemption. Such notice shall set out
        the Redemption Amount and the date on which redemption is to take place
        and if part only of the shares held by the person to whom it is addressed
        is to be redeemed the number thereof to be so redeemed; provided, however,
        that if a part only of the Series 3 Special Shares for the time being
        outstanding is to be redeemed, the shares so to be redeemed shall be selected
        by lot in such manner as the directors in their discretion shall decide
        or if the directors so determine may be redeemed pro rata (disregarding
        fractions) unless otherwise agreed in writing by the holders of all of
        the Series 3 Special Shares. On or after the date so specified for redemption,
        the Company shall pay or cause to be paid to or to the order of the registered
        holders of the Series 3 Special Shares to be redeemed the Redemption Amount
        thereof on presentation and surrender at the registered office of the
        Company or any other place designated in such notice of the certificates
        representing the Series 3 Special Shares called for redemption. Such payment
        shall be made by cheque payable at par at any branch of the Companys
        bankers in Canada or by promissory note. If less than all of the Series
        3 Special Shares represented by any certificate are redeemed the holder
        shall be entitled to receive a new certificate for that number of Series
        3 Special Shares represented by the original certificate which are not
        redeemed. From and after the date specified for redemption in any such
        notice the holders of the Series 3 Special Shares called for redemption
        shall cease to be entitled to dividends and shall not be entitled to exercise
        any of the rights of shareholders in respect thereof unless payment of
        the Redemption Amount shall not be made upon presentation of certificates
        in accordance with the foregoing provisions, in which case the rights
        of shareholders shall remain unaffected. The Company shall have the right
        at any time after the mailing of notice of its intention to redeem any
        Series 3 Special Shares to deposit the Redemption Amount of the shares,
        either in cash or promissory note, so called for redemption or of such
        of the said shares represented by certificates as have not at the date
        of such deposit been surrendered by the holders thereof in connection
        with such redemption to a special account in any chartered bank or in
        any trust company in Canada, named in such notice, to be paid without
        interest to or to the order of the respective

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holders of such Series 3 Special Shares called for redemption
  upon presentation and surrender to such bank or trust company of the certificates
  representing the same. Upon such deposit being made or upon the date specified
  for redemption in such notice, whichever is the later, the Series 3 Special
  Shares in respect whereof such deposit shall have been made shall be redeemed
  and the rights of the holders thereof after such deposit or such redemption
  date, as the case may be, shall be limited to receiving without interest their
  proportionate part of the total Redemption Amount so deposited against presentation
  and surrender of the said certificates held by them respectively and any interest
  on the amount so deposited shall be for the account of the Company. If any part
  of the total Redemption Amount so deposited has not been paid to or to the order
  of the respective holders of the Series 3 Special Shares which were called for
  redemption within two years after the date upon which such deposit was made
  or the date specified for redemption in the said notice, whichever is the later
  such balance remaining in the said special account shall be returned to the
  Company without prejudice to the rights of the holders of the shares being redeemed
  to claim the Redemption Amount without interest from the Company.

4.      Retraction

Any holder of Series 3 Special Shares shall be entitled to require
  the Company to redeem, subject to the requirements of the Act, at any time or
  times all or any of the Series 3 Special Shares registered in the name of such
  holder on the books of the Company by tendering to the Company at the registered
  office of the Company a share certificate or certificates representing the Series
  3 Special Shares which the registered holder desires to have the Company redeem
  together with a notice in writing specifying (i) that the registered holder
  desires to have the Series 3 Special Shares represented by such certificate
  or certificates redeemed by the Company and (ii) the business day (Retraction
  Date) on which the holder desires to have the Company redeem such Series
  3 Special Shares. The Retraction Date shall not be less than 30 days after the
  day on which the notice in writing is given to the Company without the consent
  of the Company. Upon receipt of a share certificate or certificates representing
  the Series 3 Special Shares which the registered holder desires to have the
  Company redeem together with such notice, the Company shall on the Retraction
  Date redeem such Series 3 Special Shares, by paying to such registered holder
  the Redemption Amount for each such Special Preferred Share being redeemed.
  Such payment shall be made by a promissory note or a cheque payable at par at
  any branch of the Companys bankers for the time being in Canada. If less
  than all of the Series 3 Special Shares represented by any certificate are redeemed,
  the holder shall be entitled to receive a new certificate for that number of
  Series 3 Special Shares represented by the original certificate or certificates
  which are not redeemed. The said Series 3 Special Shares shall be redeemed on
  the Retraction Date and from and after the Retraction Date the holder of such
  shares shall cease to be entitled to dividends and shall not be entitled to
  exercise any of the rights of holders of Series 3 Special Shares in respect
  thereof unless payment of the Redemption Amount is not made on the Retraction
  Date, in which event the rights of the holder of the Series 3 Special Shares
  shall remain unaffected.

5.Liquidation,
  Dissolution or Winding-Up

In respect of the declaration and payment of dividends and upon
  the liquidation, dissolution or winding up of the Company the Series 3 Special
  Shares shall rank pari passu with the Series 1 Special Shares, Series
  2 Special Shares and the Common Shares of the Company.

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SCHEDULE B TO PLAN OF ARRANGEMENT BEING APPENDIX I 
  TO THE ARRANGEMENT AGREEMENTMADE AS OF THE 28th DAY OF MARCH, 2005, AMONG LUMINA COPPER CORP., NORTHERN
  
  PERU COPPER CORP., GLOBAL COPPER CORP. AND LUMINA RESOURCES CORP.(Paragraphs 3.1 (c), (d) and (e) of Plan of Arrangement)

27. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON
  SHARES AND 
  SPECIAL PREFERRED SHARES

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES

The common shares (the Common Shares) shall have
  attached thereto the following special rights and restrictions:

1.      Voting

The holders of the Common Shares shall be entitled to receive
  notice of and to attend all meetings of the shareholders of the Company and
  shall have one vote for each Common Share held at all meetings of the shareholders
  of the Company, except meetings at which only holders of another specified class
  or series of shares of the Company are entitled to vote separately as a class
  or series.

2.      Dividends

Subject to the prior rights of the holders of any other shares
  ranking senior to the Common Shares with respect to priority in the payment
  of dividends, the holders of Common Shares shall be entitled to receive dividends
  and the Company shall pay dividends thereon, as and when declared by the board
  of directors of the Company out of moneys property applicable to the payment
  of dividends, in such amount and in such form as the board of directors of the
  Company may from time to time determine and all dividends which the board of
  directors of the Company may declare on the Common Shares shall be declared
  and paid in equal amounts per share on all Common Shares at the time outstanding.

3.      Liquidation, Dissolution
  or Winding-Up

In the event of the dissolution, liquidation or winding-up of
  the Company, whether voluntary or involuntary, or any other distribution of
  assets of the Company among its shareholders for the purpose of winding-up its
  affairs, subject to the prior rights of any other shares ranking senior to the
  Common Shares with respect to priority in the distribution of assets upon dissolution,
  liquidation, winding-up or distribution for the purpose of winding-up, the holders
  of the Common Shares shall be entitled to receive the remaining property and
  assets of the Company.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SPECIAL PREFERRED
  SHARES

The Special Preferred Shares shall have attached thereto the
  following special rights and restrictions:

1.      Voting

The holders of the Special Preferred Shares are not entitled
  to notice of or to attend or vote at any meeting of shareholders of the Company
  except as may be required by the Business Corporations Act (British Columbia).

2.      Dividends

Subject to the rights, privileges, restrictions and conditions
  attaching to shares of any class of the Company ranking prior to the Special
  Preferred Shares, the holders thereof are entitled to receive such dividends
  payable in money, property, or by the issue of fully paid shares of the Company,
  as may be declared by the Board of Directors and to receive on an equal basis
  share for share with the holders of the Common Shares the remaining property
  of the Company upon the liquidation or winding up thereof.

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The Directors of the Company may determine at any time and from
  time to time, with respect to all or portion of any dividend on the Special
  Preferred Shares of the Company that such dividend shall be payable in money
  or, in the case of electing holders whose addresses on the books of the Company
  are in Canada, and in jurisdictions specified by the Directors outside Canada,
  by the issue of fully paid Special Preferred Shares of the Company having a
  value, as determined by the Directors, that is substantially equivalent, as
  of the date or period of days determined by the Directors, to the cash amount
  of such dividend, provided that the Directors may (but need not) value the Special
  Preferred Shares to be issued in payment of the dividend at a discount from
  or premium to the relevant market value thereof of up to 5%, in either case.

With respect to fractional shares that may result from any such
  stock dividend the Company shall issue to an agent for shareholders appointed
  by the Company a number of whole shares representing in the aggregate the fractional
  shares of all electing shareholders, unless the Directors of the Company otherwise
  determine, for instance by the payment of cash in lieu of fractional share interests
  that may result from any such stock dividend. In any event, no certificates
  representing fraction of share interests will be issued by the Company.

3.      Redemption

|(a) | The Company may, subject to the requirements
        of the Business Corporations Act(British Columbia), upon giving
        notice in the manner as hereinafter provided, redeem at any time the whole,
        or from time to time any part, of the then outstanding Special Preferred
        Shares by payment in cash, promissory note or property for each share
        of any amount (the Redemption Amount) calculated as:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | In the case of redemption of Special Preferred
        Shares under the provisions of sub-clause 3(a) hereof, the Company shall,
        unless waived in writing by the holders of all of the Special Preferred
        Shares, at least 14 days before the date specified for redemption deliver
        or mail to each person who at the date of mailing is a registered holder
        of Special Preferred Shares to be redeemed a notice in writing of the
        intention of the Company to redeem such Special Preferred Shares. Such
        notice shall be delivered or mailed by letter, postage prepaid, addressed
        to each such shareholder at his address as it appears on the records of
        the Company or in the event of the address of any such shareholder not
        so appearing then to the last known address of such shareholder or if
        delivered, delivered to each such shareholder at such address; provided,
        however, that accidental failure to give any such notice to one or more
        of such shareholders shall not affect the validity of such redemption.
        Such notice shall set out the Redemption Amount and the date on which
        redemption is to take place and if part only of the shares held by the
        person to whom it is addressed is to be redeemed the number thereof to
        be so redeemed; provided, however, that if a part only of the Special
        Preferred Shares for the time being outstanding is to be redeemed, the
        shares so to be redeemed shall be selected by lot in such manner as the
        directors in their discretion shall decide or if the directors so determine
        may be redeemed pro rata (disregarding fractions) unless otherwise agreed
        in writing by the holders of all of the Special Preferred Shares. On or
        after the date so specified for redemption, the Company shall pay or cause
        to be paid to or to the order of the registered holders of the Special
        Preferred Shares to be redeemed the Redemption Amount thereof on presentation
        and surrender at the registered office of the Company or any other place
        designated in such notice of the certificates representing the Special
        Preferred Shares called for redemption. Such payment shall be made by
        cheque payable at par at any branch of the Companys bankers in Canada.
        If less than all of the Special Preferred Shares represented by any certificate
        are redeemed the holder shall be entitled to receive a new certificate
        for that number of Special Preferred Shares represented by the original
        certificate which are not redeemed. From and after the date specified
        for redemption in any such notice the holders of the Special Preferred
        Shares called for redemption shall cease to be entitled to dividends and
        shall not be entitled to exercise any of the rights of shareholders in
        respect thereof unless payment of the Redemption Amount shall not be made
        upon presentation of certificates in accordance with the foregoing provisions,
        in which case the rights of shareholders shall remain unaffected. the
        Company shall have the right at any time after the mailing of notice of
        its intention to redeem any Special Preferred Shares to deposit the Redemption
        Amount of the

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shares so called for redemption or of
  such of the said shares represented by certificates as have not at the date
  of such deposit been surrendered by the holders thereof in connection with such
  redemption to a special account in any chartered bank or in any trust company
  in Canada, named in such notice, to be paid without interest to or to the order
  of the respective holders of such Special Preferred Shares called for redemption
  upon presentation and surrender to such bank or trust company of the certificates
  representing the same. Upon such deposit being made or upon the date specified
  for redemption in such notice, whichever is the later, the Special Preferred
  Shares in respect whereof such deposit shall have been made shall be redeemed
  and the rights of the holders thereof after such deposit or such redemption
  date, as the case may be, shall be limited to receiving without interest their
  proportionate part of the total Redemption Amount so deposited against presentation
  and surrender of the said certificates held by them respectively and any interest
  on the amount so deposited shall be for the account of the Company. If any part
  of the total Redemption Amount so deposited has not been paid to or to the order
  oft the respective holders of the Special Preferred Shares which were called
  for redemption within two years after the date upon which such deposit was made
  or the date specified for redemption in the said notice, whichever is the later
  such balance remaining in the said special account shall be returned to the
  Company without prejudice to the rights of the holders of the shares being redeemed
  to claim the Redemption Amount without interest from the Company.

4.      Retraction

Any holder of Special Preferred Shares shall be entitled to require
  the Company to redeem, subject to the requirements of the Act, at any time or
  times all or any of the Special Preferred Shares registered in the name of such
  holder on the books of the Company by tendering to the Company at the registered
  office of the Company a share certificate or certificates representing the Special
  Preferred Shares which the registered holder desires to have the Company redeem
  together with a notice in writing specifying (i) that the registered holder
  desires to have the Special Preferred Shares represented by such certificate
  or certificates redeemed by the Company and (ii) the business day (Retraction
  Date) on which the holder desires to have the Company redeem such Special
  Preferred Shares. The Retraction Date shall not be less than 30 days after the
  day on which the notice in writing is given to the Company without the consent
  of the Company. Upon receipt of a share certificate or certificates representing
  the special Preferred Shares which the registered holder desires to have the
  Company redeem together with such notice, the Company shall on the Retraction
  Date redeem such Special Preferred Shares, by paying to such registered holder
  the Redemption Amount for each such Special Preferred Share being redeemed.
  Such payment shall be made by a cheque payable at par at any branch of the Companys
  bankers for the time being in Canada. If less than all of the Special Preferred
  Shares represented by any certificate are redeemed, the holder shall be entitled
  to receive a new certificate for that number of Special Preferred Shares represented
  by the original certificate or certificates which are not redeemed. The said
  Special Preferred Shares shall be redeemed on the Retraction Date and from and
  after the Retraction Date the holder of such shares shall cease to be entitled
  to dividends and shall not be entitled to exercise any of the rights of holders
  of Special Preferred Shares in respect thereof unless payment of the Redemption
  Amount is not made on the Retraction Date, in which event the rights of the
  holder of the Special Preferred Shares shall remain unaffected.

5.      Liquidation, Dissolution
  or Winding-Up

In respect of the declaration and payment of dividends and upon
  the liquidation, dissolution or winding up of the Company the Preferred Shares
  shall rank pari passu with the Preferred Shares, the Series 2 Special
  Shares and Common Shares of the Company.

G-37

---

SCHEDULE H 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

ARRANGEMENT RESOLUTION

Arrangement Under Sections 288-299 of theBusiness
  Corporations Act(British Columbia)

"BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

|1. | the arrangement (the "Arrangement") under sections 288-299
        of the Business Corporations Act(British Columbia) substantially
        as set forth in the Plan of Arrangement attached as Appendix I to Schedule
        "G" to the Management Proxy Circular dated March 28, 2005 (the "Management
        Proxy Circular") of Lumina Copper Corp. dated effective April 1, 2005
        is hereby approved and authorized;                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | the Arrangement Agreement made as of the 28thday
        of March, 2005 among Lumina Copper Corp, Northern Peru Copper Corp., Global
        Copper Corp., and Lumina Resources Corp., attached as Schedule "G" to
        the Management Proxy Circular is hereby confirmed, ratified and approved;                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | the board of directors of Lumina Copper Corp. be and
        is hereby granted the authority to use its best judgment to proceed with
        and cause Lumina Copper Corp. to complete the Arrangement in the event
        of any variation of, or amendments to the Arrangement Agreement, without
        further approval by the shareholders of Lumina Copper Corp., provided
        that any variation or amendments are accepted by the Toronto Stock Exchange
        and the American Stock Exchange in conjunction with the listing of the
        shares of Northern Peru Copper Corp. Global Copper Corp. and Lumina Resources
        Corp. on the Toronto Stock Exchange or in the alternative the TSX Venture
        Exchange;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | notwithstanding that this special resolution has been
        passed by the shareholders of Lumina Copper Corp. or has received the
        approval of the Supreme Court of British Columbia, the board of directors
        of Lumina Copper Corp. may amend or decide not to proceed with the Arrangement
        or revoke this special resolution at any time prior to the filing of the
        certified copy of the court order approving the Arrangement with the Registrar
        of Companies for British Columbia without further approval of the shareholders
        of Lumina Copper Corp.; and                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | any one director or officer of Lumina Copper Corp. is
        hereby authorized, for and on behalf of Lumina Copper Corp. to execute
        and deliver all documents and instruments and take all such other actions
        as may be necessary or desirable to implement this special resolution
        and the matters authorized hereby, such determination to be conclusively
        evidenced by the execution and delivery of any such documents or instruments
        and the taking of any such actions.                                                                                                                                                                                                                         

---

SCHEDULE I 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

INFORMATION CONCERNING LUMINA AFTER THE ARRANGEMENT

---

SCHEDULE I

INFORMATION CONCERNING LUMINA AFTER THE ARRANGEMENT

|                                            |                                                           | Page
|------------------------------------------- | --------------------------------------------------------- | ----
|NOTICE TO READER                            | I-1                                                      
|COMPANY PROFILE                             | I-1                                                      
|CORPORATE STRUCTURE                         | 1-2                                                      
|DESCRIPTION OF BUSINESS                     | 1-2                                                      
|REGALITO COPPER PROPERTY, CHILE             | 1-2                                                      
|                                            | Acquisition of Property                                   | I-2 
|                                            | The Report                                                | I-6 
|                                            | Location and Access                                       | I-6 
|                                            | Climate                                                   | I-6 
|                                            | Local Resources and Infrastructure                        | I-7 
|                                            | Physiography, Flora and Fauna                             | I-7 
|                                            | History                                                   | I-8 
|                                            | Property Exploration                                      | I-8 
|                                            | Geological Setting                                        | I-9 
|                                            | Regalito Deposit  Geology, Alteration and Mineralization | I-9 
|                                            | Mineral Resource Estimation                               | I-10
|SELECTED CONSOLIDATED FINANCIAL INFORMATION | I-11                                                     
|MANAGEMENTS DISCSUSSION AND ANALYSIS       | I-11                                                     
|MARKET FOR SECURITIES                       | I-12                                                     
|DIRECTORS AND OFFICERS                      | I-12                                                     
|DESCRIPTION OF SHARE CAPITAL                | I-13                                                     
|STOCK OPTION PLAN                           | I-13                                                     
|RISK FACTORS                                | I-13                                                     
|AUDITORS, REGISTRAR AND TRANSFER AGENT      | I-13                                                     

NOTICE TO READER

The following is a summary of the business of Regalito Copper
  Corp. (Regalito or the Company), formerly Lumina Copper
  Corp., after the Arrangement and should be read together with the more detailed
  information and financial data and statements contained elsewhere in this schedule
  and in the Management Proxy Circular. Except where otherwise indicated herein,
  all of the disclosure in this schedule is made on the basis that the Arrangement
  has been completed as described in the Management Proxy Circular.

COMPANY PROFILE

Regalito is considering changing the focus of its business to
  concentrate on the development of its Regalito Property in Chile. Regalitos
  business, previously conducted under the name Lumina Copper Corp, was the acquisition
  and development of advanced stage copper exploration properties and other exploration
  mineral properties in a number of countries. Pursuant to the Plan of Arrangement
  Regalito will dispose of all of its mining interests other than the Regalito
  Property. See The Arrangement in the Management Proxy Circular.

The focus of Regalito will be the continuing development of the
  Regalito property. In 2004 Regalito initiated a work program on the Regalito
  Project consisting of mapping, sampling and resource confirmation and expansion
  drilling. To date, a total of 183 holes have been drilled consisting of both
  reverse circulation (RC) (24,927m) and diamond core (DD)
  (14,690m) drilling. See Regalito Copper Property, Chile below for
  details of the work program.

Corporate Strategy

Regalitos ongoing business objective will be the continuing
  development of the Regalito Property. Regalitos common shares will continue
  to be listed and traded on the TSX and AMEX, subject to Regalito complying with
  the listing requirements of the TSX and AMEX.

---

CORPORATE STRUCTURE

Regalito was incorporated by registration of its Memorandum and
  Articles under the British Columbia Company Act on March 3, 2000 under
  the name First Trimark Ventures Inc.. On May 23, 2003 the Company
  changed its name to Lumina Copper Corp. Pursuant to the Arrangement, the Companys
  name was changed to Regalito Copper Corp., and all of its assets, except for
  the Regalito Property, were assigned to three new companies.

The principal place of business of Regalito is located at Suite
  1550, 625 Howe Street, Vancouver, BC V6C 2T6. The following chart sets forth
  the Companys corporate structure:



DESCRIPTION OF BUSINESS

Regalitos business is the continuing development of the
  Regalito property in Chile including further refinement of the propertys
  geological model and database, continued metallurgical testwork and a scoping
  study.

REGALITO COPPER PROPERTY, CHILE

Acquisition of the Property

On October 20, 2003, Minera Lumina Copper Chile S.A., the wholly-owned
  Chilean registered subsidiary of Regalito, entered into a letter of intent option
  agreement (the Agreement) with La Compañía Minera Caserones
  (LCM Caserones) and Sociedad Minera California Una de la Sierra
  de Peña Negra (SMC California) to acquire 100% of the following
  mensuras totalling 4,158 ha (Floyd, A. 2003): California 1 al 1,000, Ramadilla
  1 al 12, Caserones Segunda 1 al 80, Caserones Segunda 81 al 160, Caserones Tercera
  1 al 80 and Caserones Tercera 81 al 160. In addition, 20 pedimentos, held under
  the name of Mario Hernandez, the principal owner of LCM Caserones were included
  in the Agreement. The agreement was subsequently amended to include a total
  of 63 pedimentos and was finalized the Final Sale Agreement Document
  that was signed on November 12, 2004 (pers comm, J.Selters, 2004). Table 1 lists
  the mensuras held by LCM Caserones and SMC California and the pedimentos held
  by Mario Hernandez.

The claim block is an irregular shaped area, which extends approximately
  25 km north-south and 45 km east-west and hosts the Regalito Cu Deposit, as
  well as the Angelica, Don Diego, Potro and Pulido Prospects. The western edge
  of the block straddles the Chile-Argentina border in several locations. The
  claim block consists of six mensuras, totalling 4,158 ha (and host the Regalito
  Cu Deposit), and a series of 158 new claims on application, known as pedimentos,
  covering 41,700 ha that surround and overlap with some of the existing mensuras.
  As the pedimentos have not been surveyed, the exact area of the
  overlap is estimated at approximately 3,303 ha, thus the overall coverage of
  the claim block is estimated at approximately 42,555 ha. There may also be other
  pre-existing pedimentos, manifestations, or mensuras held by third parties,
  which were staked prior to Regalitos and would therefore take precedence.

I-2

---

Table 1Regalito Property-Land Tenure Details

|                                                 |                             | UTM Coordinates |            |             |                    |             
|------------------------------------------------ | --------------------------- | --------------- | ---------- | ----------- | ------------------ | ------------
|Name of Claim                                    | Registered Owner            | (of Center)     | Ha         | **Date of** | **National Claim** | Type        
|                                                 |                             | Northing        | Easting    |             | Filing             | Registry No.
|California 1 al 1000                             | S.L.M. California Una De La |                 |            | 2,475       | 4-Feb-1983         | 03203-1226-4
|                                                 | Sierra Peña Negra           |                 |            |             |                    |             
|Ramadilla 1 al 12                                | S.L.M. California Una De La |                 |            | 87          | 27-Oct-1989        | 03203-2066-6
|                                                 | Sierra Peña Negra           |                 |            |             |                    |             
|Caserones Segunda 1 al 80                        | Compañía Minera Caserones   |                 |            | 396         | 6-Jul-1988         | 03203-1765-7
|Caserones Segunda 81 al 160                      | Compañía Minera Caserones   |                 |            | 400         | 6-Jul-1988         | 03203-1766-5
|Caserones Tercera 1 al 80                        | Compañía Minera Caserones   |                 |            | 400         | 6-Jul-1988         | 03203-1768-1
|Caserones Tercera 81 al 160                      | Compañía Minera Caserones   |                 |            | 400         | 6-Jul-1988         | 03203-1769-K
|Subtotal of California/ Caserones
      Mensuras |                             |                 | 4,158      |             |                    | 6 Mensuras  
|optioned by Regalito                             |                             |                 |            |             |                    |             
|Escarcha Uno                                     | Mario Hernández             | 6,889,900.00    | 449,600.00 | 200         | 8-Oct-2003         | 59,477      
|Escarcha Dos                                     | Mario Hernández             | 6,889,900.00    | 448,600.00 | 200         | 8-Oct-2003         | 59,476      
|Escarcha Tres                                    | Mario Hernández             | 6,888,400.00    | 448,000.00 | 300         | 8-Oct-2003         | 59,475      
|Escarcha Cuatro                                  | Mario Hernández             | 6,887,400.00    | 446,500.00 | 300         | 8-Oct-2003         | 59,474      
|Escarcha Cinco                                   | Mario Hernández             | 6,886,400.00    | 445,600.00 | 300         | 8-Oct-2003         | 59,473      
|Escarcha Seis                                    | Mario Hernández             | 6,885,400.00    | 444,600.00 | 300         | 8-Oct-2003         | 59,472      
|Escarcha Siete                                   | Mario Hernández             | 6,883,900.00    | 444,000.00 | 200         | 8-Oct-2003         | 59,471      
|Escarcha Ocho                                    | Mario Hernández             | 6,883,900.00    | 445,000.00 | 200         | 8-Oct-2003         | 59,470      
|Escarcha Nueve                                   | Mario Hernández             | 6,882,400.00    | 444,800.00 | 200         | 8-Oct-2003         | 59,469      
|Escarcha Diez                                    | Mario Hernández             | 6,880,400.00    | 444,300.00 | 300         | 8-Oct-2003         | 59,468      
|Escarcha Once                                    | Mario Hernández             | 6,880,400.00    | 445,300.00 | 300         | 8-Oct-2003         | 59,467      
|Escarcha Doce                                    | Mario Hernández             | 6,883,300.00    | 449,050.00 | 300         | 8-Oct-2003         | 59,466      
|Escarcha Trece                                   | Mario Hernández             | 6,884,300.00    | 448,800.00 | 200         | 8-Oct-2003         | 59,465      
|Escarcha Catorce                                 | Mario Hernández             | 6,885,300.00    | 449,300.00 | 100         | 8-Oct-2003         | 59,464      
|Escarcha 15                                      | Mario Hernández             | 6,883,400.00    | 447,000.00 | 300         | 9-Mar-2004         | 231-04      
|Escarcha 16                                      | Mario Hernández             | 6,884,400.00    | 447,000.00 | 300         | 9-Mar-2004         | 232-04      
|Escarcha 17                                      | Mario Hernández             | 6,885,400.00    | 447,600.00 | 300         | 9-Mar-2004         | 233-04      
|Escarcha 18                                      | Mario Hernández             | 6,885,400.00    | 450,100.00 | 200         | 9-Mar-2004         | 234-04      
|Escarcha 19                                      | Mario Hernández             | 6,886,400.00    | 448,600.00 | 300         | 9-Mar-2004         | 235-04      
|Escarcha 20                                      | Mario Hernández             | 6,886,400.00    | 451,100.00 | 200         | 9-Mar-2004         | 236-04      
|Escarcha 21                                      | Mario Hernández             | 6,887,400.00    | 449,500.00 | 300         | 9-Mar-2004         | 237-04      
|Escarcha 22                                      | Mario Hernández             | 6,887,400.00    | 452,000.00 | 200         | 9-Mar-2004         | 238-04      
|Escarcha 23                                      | Mario Hernández             | 6,888,400.00    | 451,000.00 | 300         | 9-Mar-2004         | 239-04      
|Escarcha 24                                      | Mario Hernández             | 6,889,900.00    | 450,600.00 | 200         | 9-Mar-2004         | 240-04      
|Escarcha 25                                      | Mario Hernández             | 6,889,900.00    | 451,600.00 | 200         | 9-Mar-2004         | 241-04      
|Escarcha 26                                      | Mario Hernández             | 6,889,400.00    | 452,600.00 | 100         | 9-Mar-2004         | 242-04      
|Escarcha 27                                      | Mario Hernández             | 6,890,400.00    | 443,600.00 | 300         | 11-May-2004        | 1046-04     
|Escarcha 28                                      | Mario Hernández             | 6,890,400.00    | 446,600.00 | 300         | 11-May-2004        | 1047-04     
|Escarcha 29                                      | Mario Hernández             | 6,889,400.00    | 443,600.00 | 300         | 11-May-2004        | 1048-04     
|Escarcha 30                                      | Mario Hernández             | 6,889,400.00    | 446,600.00 | 300         | 11-May-2004        | 1049-04     
|Escarcha 31                                      | Mario Hernández             | 6,888,400.00    | 442,000.00 | 300         | 11-May-2004        | 1050-04     
|Escarcha 32                                      | Mario Hernández             | 6,888,400.00    | 445,000.00 | 300         | 11-May-2004        | 1051-04     
|Escarcha 33                                      | Mario Hernández             | 6,887,400.00    | 443,500.00 | 300         | 11-May-2004        | 1052-04     
|Escarcha 34                                      | Mario Hernández             | 6,886,400.00    | 442,600.00 | 300         | 11-May-2004        | 1053-04     
|Escarcha 35                                      | Mario Hernández             | 6,885,400.00    | 441,600.00 | 300         | 11-May-2004        | 1054-04     
|Escarcha 36                                      | Mario Hernández             | 6,884,400.00    | 442,000.00 | 300         | 11-May-2004        | 1055-04     
|Escarcha 37                                      | Mario Hernández             | 6,883,400.00    | 442,000.00 | 300         | 11-May-2004        | 1056-04     
|Escarcha 38                                      | Mario Hernández             | 6,882,400.00    | 442,300.00 | 300         | 11-May-2004        | 1057-04     
|Escarcha 39                                      | Mario Hernández             | 6,881,400.00    | 442,800.00 | 200         | 11-May-2004        | 1058-04     
|Escarcha 40                                      | Mario Hernández             | 6,880,400.00    | 443,300.00 | 100         | 11-May-2004        | 1059-04     
|La Brea 1                                        | Mario Hernández             | 6,890,400.00    | 427,200.00 | 200         | 11-May-2004        | 1029-04     
|La Brea 2                                        | Mario Hernández             | 6,891,400.00    | 427,700.00 | 200         | 11-May-2004        | 1030-04     
|La Brea 3                                        | Mario Hernández             | 6,891,400.00    | 430,200.00 | 300         | 11-May-2004        | 1031-04     
|La Brea 4                                        | Mario Hernández             | 6,890,400.00    | 432,100.00 | 200         | 11-May-2004        | 1032-04     
|La Brea 5                                        | Mario Hernández             | 6,889,400.00    | 433,600.00 | 300         | 11-May-2004        | 1033-04     
|La Brea 6                                        | Mario Hernández             | 6,888,400.00    | 436,000.00 | 300         | 11-May-2004        | 1034-04     
|La Brea 7                                        | Mario Hernández             | 6,890,400.00    | 440,600.00 | 300         | 11-May-2004        | 1035-04     
|La Brea 8                                        | Mario Hernández             | 6,889,400.00    | 440,600.00 | 300         | 11-May-2004        | 1036-04     
|La Brea 9                                        | Mario Hernández             | 6,888,400.00    | 439,000.00 | 300         | 11-May-2004        | 1037-04     
|La Brea 10                                       | Mario Hernández             | 6,887,400.00    | 435,500.00 | 100         | 11-May-2004        | 1038-04     
|La Brea 11                                       | Mario Hernández             | 6,887,400.00    | 437,500.00 | 300         | 11-May-2004        | 1039-04     
|La Brea 12                                       | Mario Hernández             | 6,887,400.00    | 440,500.00 | 300         | 11-May-2004        | 1040-04     
|La Brea 13                                       | Mario Hernández             | 6,886,400.00    | 437,600.00 | 100         | 11-May-2004        | 1041-04     
|La Brea 14                                       | Mario Hernández             | 6,886,400.00    | 439,600.00 | 300         | 11-May-2004        | 1042-04     
|La Brea 15                                       | Mario Hernández             | 6,885,400.00    | 439,100.00 | 200         | 11-May-2004        | 1043-04     
|La Brea 16                                       | Mario Hernández             | 6,884,400.00    | 439,500.00 | 200         | 11-May-2004        | 1044-04     
|La Brea 17                                       | Mario Hernández             | 6,883,400.00    | 440,000.00 | 100         | 11-May-2004        | 1045-04     

I-3

---

|                 |                   | UTM Coordinates |            |             |                    |             
|---------------- | ----------------- | --------------- | ---------- | ----------- | ------------------ | ------------
|Name of Claim    | Registered Owner  | (of Center)     | Ha         | **Date of** | **National Claim** | Type        
|                 |                   | Northing        | Easting    |             | Filing             | Registry No.
|Potro Uno        | Mario Hernandez   | 6,872,000.00    | 438,500.00 | 300         | 8-Oct-2003         | 59,463      
|Potro Dos        | Mario Hernandez   | 6,874,500.00    | 440,500.00 | 300         | 8-Oct-2003         | 59,462      
|Potro Tres       | Mario Hernandez   | 6,873,500.00    | 440,500.00 | 300         | 8-Oct-2003         | 59,461      
|Potro Cuatro     | Mario Hernandez   | 6,872,500.00    | 440,500.00 | 300         | 8-Oct-2003         | 59,460      
|Potro Cinco      | Mario Hernandez   | 6,871,500.00    | 440,500.00 | 300         | 8-Oct-2003         | 59,459      
|Potro Seis       | Mario Hernandez   | 6,870,500.00    | 440,500.00 | 300         | 8-Oct-2003         | 59,458      
|Escarcha 41      | Min Lumina Copper | 6,891,400.00    | 450,600.00 | 300         | 15-Dic-2004        | 1748-04     
|Escarcha 42      | Min Lumina Copper | 6,890,900.00    | 452,600.00 | 200         | 15-Dic-2004        | 1749-04     
|Escarcha 41      | Min Lumina Copper | 6,891,400.00    | 450,600.00 | 300         | 15-Dic-2004        | 1748-04     
|Escarcha 42      | Min Lumina Copper | 6,890,900.00    | 452,600.00 | 200         | 15-Dic-2004        | 1749-04     
|Escarcha 43      | Min Lumina Copper | 6,890,400.00    | 453,600.00 | 300         | 15-Dic-2004        | 1750-04     
|Escarcha 44      | Min Lumina Copper | 6,888,400.00    | 453,500.00 | 200         | 15-Dic-2004        | 1751-04     
|Escarcha 45      | Min Lumina Copper | 6,885,400.00    | 451,600.00 | 100         | 15-Dic-2004        | 1752-04     
|Nieves 1         | Min Lumina Copper | 6,869,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4219-04     
|Nieves 2         | Min Lumina Copper | 6,868,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4220-04     
|Nieves 3         | Min Lumina Copper | 6,867,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4221-04     
|Nieves 4         | Min Lumina Copper | 6,866,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4222-04     
|Nieves 5         | Min Lumina Copper | 6,869,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4223-04     
|Nieves 6         | Min Lumina Copper | 6,868,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4224-04     
|Nieves 7         | Min Lumina Copper | 6,867,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4225-04     
|Nieves 8         | Min Lumina Copper | 6,866,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4226-04     
|Nieves 9         | Min Lumina Copper | 6,867,500.00    | 445,500.00 | 300         | 9-Dic-2004         | 4227-04     
|Nieves 10        | Min Lumina Copper | 6,867,500.00    | 446,500.00 | 300         | 9-Dic-2004         | 4228-04     
|Nieves 11        | Min Lumina Copper | 6,867,100.00    | 447,500.00 | 200         | 9-Dic-2004         | 4229-04     
|Nieves 12        | Min Lumina Copper | 6,868,000.00    | 448,500.00 | 200         | 9-Dic-2004         | 4230-04     
|Nieves 13        | Min Lumina Copper | 6,866,500.00    | 448,500.00 | 100         | 9-Dic-2004         | 4231-04     
|Potro Este 1     | Min Lumina Copper | 6,873,500.00    | 442,500.00 | 300         | 9-Dic-2004         | 4218-04     
|Potro Este 2     | Min Lumina Copper | 6,873,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4217-04     
|Potro Este 3     | Min Lumina Copper | 6,873,500.00    | 444,500.00 | 300         | 9-Dic-2004         | 4216-04     
|Potro Este 4     | Min Lumina Copper | 6,873,500.00    | 445,500.00 | 300         | 9-Dic-2004         | 4215-04     
|Potro Este 5     | Min Lumina Copper | 6,873,500.00    | 446,500.00 | 300         | 9-Dic-2004         | 4214-04     
|Potro Este 6     | Min Lumina Copper | 6,873,500.00    | 447,500.00 | 300         | 9-Dic-2004         | 4213-04     
|Potro Este 7     | Min Lumina Copper | 6,873,500.00    | 448,500.00 | 300         | 9-Dic-2004         | 4212-04     
|Potro Este 8     | Min Lumina Copper | 6,873,500.00    | 449,500.00 | 300         | 9-Dic-2004         | 4211-04     
|Potro Este 9     | Min Lumina Copper | 6,873,500.00    | 450,500.00 | 300         | 9-Dic-2004         | 4210-04     
|Potro Este 10    | Min Lumina Copper | 6,874,500.00    | 451,500.00 | 100         | 9-Dic-2004         | 4209-04     
|Potro Este 11    | Min Lumina Copper | 6,871,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4208-04     
|Potro Este 12    | Min Lumina Copper | 6,870,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4207-04     
|Ollita 1         | Min Lumina Copper | 6,878,500.00    | 439,500.00 | 300         | 9-Dic-2004         | 4232-04     
|Ollita 2         | Min Lumina Copper | 6,878,500.00    | 442,500.00 | 300         | 9-Dic-2004         | 4233-04     
|Ollita 3         | Min Lumina Copper | 6,878,500.00    | 445,500.00 | 300         | 9-Dic-2004         | 4234-04     
|Ollita 4         | Min Lumina Copper | 6,878,500.00    | 448,500.00 | 300         | 9-Dic-2004         | 4235-04     
|Ollita 5         | Min Lumina Copper | 6,878,500.00    | 451,500.00 | 300         | 9-Dic-2004         | 4236-04     
|Ollita 6         | Min Lumina Copper | 6,876,500.00    | 438,500.00 | 300         | 9-Dic-2004         | 4237-04     
|Ollita 7         | Min Lumina Copper | 6,876,500.00    | 439,500.00 | 300         | 9-Dic-2004         | 4239-04     
|Ollita 8         | Min Lumina Copper | 6,876,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4240-04     
|Ollita 9         | Min Lumina Copper | 6,876,500.00    | 441,500.00 | 300         | 9-Dic-2004         | 4241-04     
|Ollita 10        | Min Lumina Copper | 6,876,500.00    | 442,500.00 | 300         | 9-Dic-2004         | 4242-04     
|Ollita 11        | Min Lumina Copper | 6,876,500.00    | 443,500.00 | 300         | 9-Dic-2004         | 4243-04     
|Ollita 12        | Min Lumina Copper | 6,876,500.00    | 444,500.00 | 300         | 9-Dic-2004         | 4244-04     
|Ollita 13        | Min Lumina Copper | 6,876,500.00    | 445,500.00 | 300         | 9-Dic-2004         | 4245-04     
|Ollita 14        | Min Lumina Copper | 6,876,500.00    | 446,500.00 | 300         | 9-Dic-2004         | 4246-04     
|Ollita 15        | Min Lumina Copper | 6,876,500.00    | 447,500.00 | 300         | 9-Dic-2004         | 4247-04     
|Ollita 16        | Min Lumina Copper | 6,876,500.00    | 448,500.00 | 300         | 9-Dic-2004         | 4248-04     
|Ollita 17        | Min Lumina Copper | 6,876,500.00    | 449,500.00 | 300         | 9-Dic-2004         | 4249-04     
|Ollita 18        | Min Lumina Copper | 6,876,500.00    | 450,500.00 | 300         | 9-Dic-2004         | 4250-04     
|Ollita 19        | Min Lumina Copper | 6,876,500.00    | 451,500.00 | 300         | 9-Dic-2004         | 4251-04     
|Ollita 20        | Min Lumina Copper | 6,876,500.00    | 452,500.00 | 300         | 9-Dic-2004         | 4252-04     
|Ollita 21        | Min Lumina Copper | 6,877,000.00    | 453,500.00 | 200         | 9-Dic-2004         | 4253-04     
|Llareta 1        | Min Lumina Copper | 6,882,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4254-04     
|Llareta 2        | Min Lumina Copper | 6,881,500.00    | 440,500.00 | 300         | 9-Dic-2004         | 4255-04     
|Llareta 3        | Min Lumina Copper | 6,880,000.00    | 439,500.00 | 200         | 9-Dic-2004         | 4256-04     
|Llareta 4        | Min Lumina Copper | 6,880,000.00    | 440,500.00 | 200         | 9-Dic-2004         | 4257-04     
|Llareta 5        | Min Lumina Copper | 6,880,000.00    | 441,500.00 | 200         | 9-Dic-2004         | 4258-04     
|Caserones Este 1 | Min Lumina Copper | 6,880,500.00    | 450,300.00 | 300         | 9-Dic-2004         | 4194-04     
|Caserones Este 2 | Min Lumina Copper | 6,880,500.00    | 451,300.00 | 300         | 9-Dic-2004         | 4195-04     
|Caserones Este 3 | Min Lumina Copper | 6,880,500.00    | 452,300.00 | 300         | 9-Dic-2004         | 4196-04     
|Caserones Este 4 | Min Lumina Copper | 6,881,000.00    | 453,300.00 | 200         | 9-Dic-2004         | 4197-04     
|Caserones Este 5 | Min Lumina Copper | 6,881,500.00    | 454,300.00 | 100         | 9-Dic-2004         | 4198-04     
|Caserones Este 6 | Min Lumina Copper | 6,882,500.00    | 451,300.00 | 300         | 9-Dic-2004         | 4199-04     

I-4

---

|                              |                   | UTM Coordinates |            |             |                             |             
|----------------------------- | ----------------- | --------------- | ---------- | ----------- | --------------------------- | ------------
|Name of Claim                 | Registered Owner  | (of Center)     | Ha         | **Date of** | **National Claim**          | Type        
|                              |                   | Northing        | Easting    |             | Filing                      | Registry No.
|Caserones Este 7              | Min Lumina Copper | 6,882,500.00    | 454,300.00 | 300         | 9-Dic-2004                  | 4200-04     
|Caserones Este 8              | Min Lumina Copper | 6,882,500.00    | 456,300.00 | 100         | 9-Dic-2004                  | 4201-04     
|Caserones Este 9              | Min Lumina Copper | 6,882,000.00    | 457,300.00 | 200         | 9-Dic-2004                  | 4202-04     
|Caserones Este 10             | Min Lumina Copper | 6,883,500.00    | 454,500.00 | 300         | 9-Dic-2004                  | 4203-04     
|Caserones Este 11             | Min Lumina Copper | 6,884,500.00    | 456,500.00 | 300         | 9-Dic-2004                  | 4204-04     
|Caserones Este 12             | Min Lumina Copper | 6,884,500.00    | 457,500.00 | 300         | 9-Dic-2004                  | 4205-04     
|Caserones Este 13             | Min Lumina Copper | 6,884,500.00    | 458,500.00 | 300         | 9-Dic-2004                  | 4206-04     
|Peña Negro 1                  | Min Lumina Copper | 6,881,500.00    | 458,300.00 | 300         | 9-Dic-2004                  | 4270-04     
|Peña Negro 2                  | Min Lumina Copper | 6,881,000.00    | 459,300.00 | 200         | 9-Dic-2004                  | 4271-04     
|Peña Negro 3                  | Min Lumina Copper | 6,880,500.00    | 460,300.00 | 300         | 9-Dic-2004                  | 4272-04     
|Peña Negro 4                  | Min Lumina Copper | 6,880,500.00    | 461,300.00 | 300         | 9-Dic-2004                  | 4273-04     
|Peña Negro 5                  | Min Lumina Copper | 6,880,500.00    | 462,300.00 | 300         | 9-Dic-2004                  | 4274-04     
|Peña Negro 6                  | Min Lumina Copper | 6,882,500.00    | 462,300.00 | 300         | 9-Dic-2004                  | 4275-04     
|Peña Negro 7                  | Min Lumina Copper | 6,884,500.00    | 461,300.00 | 300         | 9-Dic-2004                  | 4276-04     
|Peña Negro 8                  | Min Lumina Copper | 6,884,500.00    | 462,300.00 | 300         | 9-Dic-2004                  | 4277-04     
|Peña Negro 9                  | Min Lumina Copper | 6,884,500.00    | 463,300.00 | 300         | 9-Dic-2004                  | 4278-04     
|Peña Negro 10                 | Min Lumina Copper | 6,884,500.00    | 464,300.00 | 300         | 9-Dic-2004                  | 4279-04     
|Negro 1                       | Min Lumina Copper | 6,887,700.00    | 460,300.00 | 300         | 9-Dic-2004                  | 4280-04     
|Negro 2                       | Min Lumina Copper | 6,887,700.00    | 461,300.00 | 300         | 9-Dic-2004                  | 4281-04     
|Negro 3                       | Min Lumina Copper | 6,887,700.00    | 462,300.00 | 300         | 9-Dic-2004                  | 4282-04     
|Negro 4                       | Min Lumina Copper | 6,886,500.00    | 461,300.00 | 300         | 15-Dic-2004                 | 1746-04     
|Negro 5                       | Min Lumina Copper | 6,886,500.00    | 463,800.00 | 200         | 15-Dic-2004                 | 1747-04     
|Pircas Negras 1               | Min Lumina Copper | 6,891,000.00    | 466,500.00 | 200         | 9-Dic-2004                  | 4259-04     
|Pircas Negras 2               | Min Lumina Copper | 6,891,000.00    | 467,500.00 | 200         | 9-Dic-2004                  | 4260-04     
|Pircas Negras 3               | Min Lumina Copper | 6,891,000.00    | 468,500.00 | 200         | 9-Dic-2004                  | 4261-04     
|Pircas Negras 4               | Min Lumina Copper | 6,891,000.00    | 469,500.00 | 200         | 9-Dic-2004                  | 4262-04     
|Pircas Negras 5               | Min Lumina Copper | 6,890,500.00    | 470,500.00 | 300         | 9-Dic-2004                  | 4263-04     
|Pircas Negras 6               | Min Lumina Copper | 6,888,500.00    | 466,500.00 | 300         | 9-Dic-2004                  | 4264-04     
|Pircas Negras 7               | Min Lumina Copper | 6,888,500.00    | 467,500.00 | 300         | 9-Dic-2004                  | 4265-04     
|Pircas Negras 8               | Min Lumina Copper | 6,888,500.00    | 468,500.00 | 300         | 9-Dic-2004                  | 4266-04     
|Pircas Negras 9               | Min Lumina Copper | 6,889,000.00    | 469,500.00 | 200         | 9-Dic-2004                  | 4267-04     
|Pircas Negras 10              | Min Lumina Copper | 6,885,500.00    | 466,500.00 | 300         | 9-Dic-2004                  | 4268-04     
|Pircas Negras 11              | Min Lumina Copper | 6,886,000.00    | 467,500.00 | 200         | 9-Dic-2004                  | 4269-04     
|TOTAL Regalito
      Property |                   |                 |            | 45,858      | 164 Mensuras and Pedimentos

As shown in Table 1, a total of 158 pedimentos (exploration claims)
  covering 41,700 ha have been added to the Regalito Property, principally along
  the west, south, and east margins of the mensuras, for exploration and infrastructure
  purposes. A total of 63 (16,000 ha) of these pedimentos are registered under
  the name of Mr. Mario Hernandez Alvarez while 95 (25,700 ha) are held directly
  by Regalito.

The terms of the acquisition to acquire the 6 mensuras and 63
  pedimentos are that Regalito shall make payments to SMC California (67.5%) and
  LCM Caserones (32.5%) totalling US$900,000 over an eight-year period and take
  responsibility for property maintenance payments including the filing costs
  of the 63 new pedimentos. Regalito has also agreed that, in the event that copper
  prices exceed US$1.00 per pound, for an entire calendar year, Regalito will
  pay a minimum of US$200,000 in respect of the payments described for that year.
  After the 8th year of the agreement, provided the price of copper exceeds US$1.00
  per pound for the entire calendar year, Regalito will pay US$200,000 per year
  until commercial production commences. After commercial production commences,
  Regalito will pay a Net Smelter Royalty of between 1% and 3% depending on the
  price of copper. Regalito is entitled to recover a portion of its aforementioned
  payments as an offset against the Net Smelter Royalty. The payment schedule
  to complete this acquisition is shown on Table 2.

Table 2Regalito Property Purchase Agreement Payment Schedule

Year from Date
      
      Option Payment
      Cu
        Price Premiumof Agreement
      Year
      Due (US$)
      Paid (US$)
      Due (US$)0
      2003
      01
      2004
      25,000
      25,000
      175,0002
      2005
      50,0003
      2006
      75,0004
      2007
      100,0005
      2008
      125,0006
      2009
      150,000


I-5

---

Year from Date
      
      Option Payment
      Cu
        Price Premiumof Agreement
      Year
      Due (US$)
      Paid (US$)
      Due (US$)7
      2010
      175,0008
      2011
      200,000TOTAL
      
      900,000
      25,000
      175,000


| | Notes: | (1) | A minimum payment of
        US$200,000 is payable in any calendar year during which the copper price
        exceeds US$1.00 per lb Cu for the entire year.
| | ------ | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |        | (2) | Regalito has agreed to pay the
        amount of the Cu Price Premium in February 2005.                                                                     

In 2004 Regalito paid approximately US$55,000 to maintain the
  claims (payment of patentes). Regalito estimates that in 2005 the cost of maintaining
  the overall claim position will be approximately US$80,000.

LCM Caserones and SMC California are both private Chilean mineral
  resource companies. Mr. Mario Hernández Alvarez and Mr. David Thomson are
  two of the principal owners of LCM Caserones. Mr. Hernandez also serves as an
  Executive Vice President and is the Director of Claims and Land Management for
  South American Gold and Copper Company Limited (SAGC). Mr. Thomson,
  is also Executive Vice President and Director of Exploration for SAGC.

The original applicants name and the corresponding application
  dates for each of Regalitos concessions are shown in Table 1. It has not
  been confirmed if any pre-existing mining concessions owned by other parties
  occur within any of the Regalito claims, and if so, which claims would take
  precedence.

The Report

Regalito commissioned AMEC (Perú) S.A. (AMEC) to provide
  an independent Technical Report (the Report) for the Regalito Cu
  Porphyry Property (the Property). Dr. Ted Eggleston, Ph.D., P.Geo
  (AMEC Associate Geologist) and Robert Cinits, P.Geo. (AMEC Principal Geologist)
  prepared the Report. Robert Sim, P.Geo. (Consulting Geologist to Regalito, through
  Sim Geological) prepared the mineral resource estimate. Steven Blower, P.Geo.
  (AMEC Senior Geologist) provided AMECs review of the mineral resource
  estimate. The effective date of the Report is January 24, 2005.

The following disclosure is a summary of the Report. A full copy
  of the Report is available on SEDAR at www.sedar.com. If internet access is not available, a
  full copy of the Report can be reviewed at the offices of Regalito at Suite
  1550, 625 Howe Street, Vancouver, BC during normal business hours.

Location and Access

The Regalito Property is located approximately 595 km north of
  Santiago, Chile in the high cordillera of Region III and covers an area of approximately
  42,555 ha. The city of Copiapo is the closest major centre and is located on
  the Pan American Highway, a 10 hour drive north of Santiago. Copiapo is a regional
  centre with a population of 130,000, and its commercial airport is served by
  several daily flights from Santiago, a flight time of 1.5 hours. The Regalito
  Property is 162 km by road, east from Copiapo and the driving time is approximately
  4 hours.

Climate

While the elevation on the overall property varies from 2,200
  masl in the west to 5,535 masl in the east, the Regalito deposit and the other
  mineralized zones occur in the range of 4,200 masl to 4,650masl.

The Regalito Property is in an area referred to as a cold desert.
  Climate during the summer months, between November to the end of May, is dry
  and sunny with warm days and cold nights. Normal daily temperatures range from
  0°C to 10°C but occasionally can reach 20°C to 25°C, during
  the day and frequently fall below freezing at night. Winds can be strong and
  cold at times. Rainfall is virtually non-existent, and a light dusting of snow
  occurs occasionally at the higher elevations but does not remain long.

The climate during the winter months from June to the end of
  October, and particularly in June and August, is harsh with freezing temperatures
  and strong winds and occasional snowstorms. Temperatures can drop to 20°C
  at elevations above 4,000m. Snowstorms two or three days in length are reported
  to occur at a frequency of approximately one every three weeks or so. Although
  the snowfall rarely exceeds 1 or 2 m, drifting is common because of the powdery
  nature of

I-6

---

the snow and the strong winds. The total annual snowfall is quite
  unpredictable ranging from nil to several meters, and even heavier accumulations
  can be associated with the El Niño years. The relative humidity
  averages 18% and on average, there are 270 days of sunshine annually.

Exploration can be carried out year round, but is best if completed
  during the summer months, however, Regalito drilled through the winter with
  minor problems relating to several snow storms.

Local Resources and Infrastructure

The Regalito Property contains little road infrastructure apart
  from the tracks constructed for drill rig access during the period of 1989-1996
  and improvements and additional roads constructed for the 2004 Regalito drilling
  program. The condition of these drill tracks is good to moderate, although a
  4-wheel drive truck is essential.

Regalito maintains a permanent exploration camp at the Regalito
  Property in La Brea Quebrada at an elevation of 2,800 masl. During that time
  that Inversiones Mineras del Inca S.A. (INCA) was exploring they had established
  a field camp at the confluence of the Rio Las Breas with the Rio Ramadillas
  at an elevation of 2,800 masl (Egert and Ulriksen, 1991). The location of the
  BHP camp is not known. The nearest guest house (pension) is located at Jutra
  el Potro, approximately 45 km from the Regalito Property.

Year round water flow occurs in the Rio Ramadillas drainage and
  Regalito is investigating additional potential water sources that could supply
  sufficient water to supply a mining operation at the Regalito Property. Regalito
  has contracted SITAC water consultants to measure the water flow rates on the
  Rio Ramadillas just above the confluence with the Quebrada La Brea and between
  October 2004 and January 2005 the monthly average rates have ranged between
  259 and 441 l/s.

The main Copiapo River Valley is a significant drainage system
  and a major grape growing area. Vegetation at higher levels in the headwaters
  of the watershed supports livestock, ranging from cattle at lower elevations
  to goats and donkeys at higher elevations.

A small power line parallels highway C-35 along the Copiapo River
  Valley for approximately 90 km, but would need to be both upgraded and extended
  to support any future mining activities at the Regalito Property. A power requirement
  of 25 Mw including losses was estimated in a conceptual study for a dump leach
  operation using the solvent extraction/electrowinning process. Alternatively,
  a new 115 km power line could be constructed from the SING power installation
  located midway between Copiapo and Vallenar on the Pan American Highway.

The city of Copiapo is the closest centre and has been a major
  mining community since the late 1800s. Current nearby mining activities include
  the Candelaria Copper Mine (432 Mt of 0.88% Cu) operated by Phelps Dodge Inc.
  which is located approximately 15 km south of Copiapo. The city and region can
  easily provide the basic goods, services and accommodations for the early and
  advanced stages of project development as well as labour requirements for various
  stages of exploration and development projects. More advanced projects would
  generally have to be serviced from Santiago.

There is no fixed line telephone or cellular phone service on
  the Regalito Property, although Regalito does have satellite telephone and internet
  service at the company camp and a repeater station for walkie-talkie communication
  in the project area. The closest public telephone communication is available
  at the small settlement of Juntas de Potro, 45 km from the project area. Chile
  has an excellent telecommunication network and most of the main cities and towns
  are connected to a fibre optic network, or have cellular phone coverage.

The nearest industrial port is located at Punta Padrones in Caldera
  where Phelps Dodge loads concentrates from the Candelaria copper mine. This
  port, which is designed for handling concentrates is 75 km to the west of Copiapo
  a haulage distance of 240 km from the Regalito Property.

Physiography, Flora and Fauna

The Regalito Property is located in moderately steep mountainous
  terrain within the western edge of the high Andes. Immediately east of the property,
  the high Andean cordillera consists of numerous peaks with elevations in excess
  of 5,000 masl. The border between Chile and Argentina occurs approximately 8
  km southeast of the Regalito Property and portions of the overall property reach
  the border in a few locations. The border marks the continental watershed divide.

I-7

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The property is located within the tributary headwaters of the
  Copiapo River watershed. The prominent northeast trending ridge at the Regalito
  Property is the divide between the Rio Ramadillas drainage to the south, and
  the La Brea and Escharca Quebradas to the northwest.

Due to the desert climate, vegetation on the Regalito Property
  is sparse and rapidly thins from approximately 20% cover at elevations around
  3,200 masl, to 10% or less at 4,000 masl, to less than 1% at 4,200 masl. The
  vegetation consists of scattered clumps and clusters of an assortment of grasses
  and low shrubs that include coiron, pingo pingo, yareta and bailahen. With the
  exception of rare mosses and lichens, there is essentially no vegetation at
  the elevations of the Regalito Property.

History

The exploration history of the Regalito Property, and particularly
  the Regalito Deposit, can be divided into the following eras:

Pre-Colombian small scale mining for turquoise.

|1983-1986: | Reconnaissance mapping
        and geochemical sampling by Chilean junior exploration companies (SMC
        California, LCM Caserones, BTX Explorations Ltda.) that identified several
        porphyry Cu-Mo and porphyry-Au prospects associated with regional northeast
        trending structures; two of these, Central Caserones and West Caserones
        later became known as the Regalito Prospect.                                                                                    
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1988-1997: | Prospect evaluations
        with drilling, limited underground sampling and metallurgical testing,
        and resource estimations on the Regalito Prospect by four major international
        mining companies: Compañía Minera Newmont Chile (Newmont),
        Niugini Mining (Niugini), Inversiones Mineras del Inca S.A.
        (INCA) and BHP Chile Inc. (BHP). The Angelica
        porphyry-Cu-Mo and Don Diego porphyry-Au Prospects were tested with limited
        drilling.
|
|
|
|
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2000:      | Economic reassessment
        and resource estimate of the Regalito Prospect by South American Gold
        and Copper Company (SAGC).                                                                                                                                                                                                                                                                                                                                                            
|
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2004:      | RC and core drilling, and resource
        estimation by Regalito.                                                                                                                                                                                                                                                                                                                                                                                                                                  

The Regalito Prospect is the most economically significant and
  advanced prospect on the Regalito Property, and the principal exploration target
  on the Regalito Property. It has been described as a porphyry Cu-Mo system associated
  with a cluster of small dacitic porphyry bodies and hydrothermal or contact
  breccias with phyllic and potassic alteration. The deposit occurs at elevtions
  ranging from 4,300 masl to 4,650 masl. Four other Cu porphyry prospects, Angelica,
  Don Diego, Potro and Pulido are located on the Regalito Property. However, Regalito
  has not completed any work on these prospects.

The Regalito copper mineralization is associated with a cluster
  of potassic and phyllic altered dacitic porphyry intrusives and minor breccias
  with a surface area of approximately 2 km north-south by 1.5 km east-west. The
  porphyries intrude Paleozoic granitic rocks and are spatially associated with
  a regional north-east trending fault known as the Caserones Fault.

Property Exploration

Since the discovery of copper on the Regalito Property in the
  early 1980s near an artisanal pre-Colombian turquoise mining site, the
  Regalito Property had been explored by several mining companies.

- During the period of 1983-1986, reconnaissance mapping and geochemical sampling
    by Chilean exploration companies first identified several porphyry Cu-Mo and
    porphyry Au prospects associated with regional north- east trending structures.
    Chilean mining companies, SMC Caserones and LCM California were established
    during that time and acquired the mineral properties underlain by several
    prospects including the Regalito Cu Deposit, the Angelica Cu-Mo Porphyry and
    the Don Diego Au Porphyry.

I-8

---

- During the period of 1988-1997, Compañía Minera Newmont Chile
    (Newmont), Niugini Mining (Niugini), Inversiones Mineras
    del Inca S.A. (INCA) and BHP Chile Inc. (BHP) explored
    the Regalito mineralization with geological mapping and sampling, drilling,
    limited underground sampling, metallurgical testing, and historical resource
    estimations. More recently, SAGC carried out a historical resource estimate
    and economic assessment of the Regalito Project in 2000. These companies drilled
    a combined total of 10,992.72 m of RC and core drilling, 60% of which was
    targeted at the Regalito Deposit. Drilling consisted of 10 core holes totaling
    1,495.57 m, 50 RC holes totaling 4,080 m, and 5 combination RC and core holes
    totaling 1,157.15 m. Other drilling on the Property was completed on the Angelica
    (2,700 m in 10 RC holes), Don Diego (430 m in 3 RC holes), and a few unnamed
    regional targets (262 m in 2 RC holes).

In 2004, Regalito acquired the Regalito Property and embarked
  on a major drilling campaign concentrating on the Regalito Deposit. During a
  10 month period they drilled 114 holes totaling 32,189.10 m, including 30 core
  holes (9,470.15 m), 68 RC holes (17,930 m), 8 RC pre-collared core holes (2,928.60
  m), and 8 core holes (1,860.35 m) for metallurgical samples. The drilling defined
  a copper mineralized supergene enriched blanket that exends about 1.5 km east-west
  and 2.0 km north-south and remains open to the southwest. In addition, Regalito
  completed deposit scale geological mapping, metallurgical testwork and petrographic
  analysis. A NI 43-101 compliant mineral resource estimate was completed by Robert
  Sim a consultant to Regalito and reviewed by AMEC.

Geological Setting

The oldest basement rocks in the region are a Carboniferous assemblage
  of metavolcanic and metasedimentary rocks that are collectively known as the
  Mondaquita Metamorphic Complex, and include metamorphosed basaltic and andesitic
  lava flows along with slate, siltstone and greywacke. During the Upper Carboniferous,
  these rocks were intruded by the Caserones Granite (260-250 Ma), and during
  Permo-Triassic by the El Colorado Granite. The Caserones Granite is commonly
  the host rock for the Tertiary-aged porphyries and associated base and precious
  metal mineralization at the Regalito Deposit and the Angelica and Don Diego
  Prospects.

The most significant Tertiary-aged intrusive activity in the
  region is represented by several stock-sized, porphyry intrusive bodies ranging
  in composition from quartz-diorites to diorites and dacites, some of which host
  base and precious mineral prospects. Based on their age and compositions, they
  are thought to represent the southern extension of the Lower Miocene Maricunga
  Belt intrusives, which host the La Pepa, Refugio, Cerro Casale and Santa Cecilia
  precious and/or base metal deposits to the north.

Regalito Deposit - Geology, Alteration and Mineralization

In the area of the Regalito Deposit the geology is dominated
  by two main intrusives; monzogranite and dacite porphyry, along with lesser
  amounts of microdiorite and various contact, hydrothermal and crackle breccias.
  Both the monzogranite and dacite porphyry are host rocks for the porphyry-style
  mineralization at the Regalito Deposit. The dacite porphyry has a complex geometry
  and in the central part of the deposit up to three, steep sided stocks ranging
  in width between 150 and 300 m have been identified, which appear to coalesce
  into a single stock to the northeast of the deposit. The limits of the dacite
  porphyry are not completely defined by drilling but currently it is believed
  that they cover an area of at least 1,500 m in diameter.

The dominant alteration style at Regalito is moderate to strong
  phyllic and consists mainly of silicification with sericite, along with disseminated
  pyrite and quartz stockwork veinlets. Phyllic alteration affects both the dacite
  porphyry and the monzogranite, however it diminishes in intensity away from
  the porphyry contacts.

Within the dacite porphyry strong to intense potassic (secondary
  biotite) alteration occurs in irregular pods that appear to be more common deeper
  within the deposit, and are often associated with disseminated magnetite and
  veinlets. The pod-like occurrences of this alteration are interpreted to be
  relics of the original potassic alteration that were not affected by the overprinting
  phyllic alteration event. The potassic alteration appears to exend into the
  monzongranite wallrock to the north and west of the deposit where K-feldspar
  alteration has been observed along with weak secondary biotite.

A generally discreet zone of clay alteration, thought to be derived
  from supergene acid generation, is concentrated along the northeast trending
  ridge through the northwest part of the deposit and broadly coincides with the
  oxide mineralized portion of the deposit. Intermediate argillic assemblages
  with chlorite have been reported locally, and are considered to be quite minor.
  A propylitic altered halo has not been observed at Regalito.

I-9

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The Regalito Cu Deposit strikes SE-NE with a length of approximately
  2.0 km and a width of approximately 1.5 km. The highest copper grades are concentrated
  in the oxide and secondary copper zones, which form a surface-parallel blanket
  over 1,200 m in diameter. Within this blanket is a central core
  of supergene enriched mineralization at least 1,000 m in diameter with an average
  thicknesses of 300 m, but exceeding 400 m in the central part. Copper grades
  within this central area secondary enrichment average 0.6% CuT and are slightly
  elevated above those in the surrounding parts of the deposit. Peripheral to
  this core the zone thins to approximately 100 m in thickness and
  grades are generally lower (0.3 to 0.4% CuT). The enrichment blanket still remains
  unexplored to the southwest. Supergene copper mineralization mostly occurs as
  disseminated or regularly spaced veinlets of chalcocite, which preferentially
  replace chalcopyrite. Small amounts of covellite and traces of native copper
  are also present and are generally more common towards the base of the enrichment
  blanket.

The oxide zone is very restricted in size and forms an irregularly
  shaped cap that overlies the secondary copper zone in the uppermost part of
  the northeast trending ridge that marks the northwest margin of the deposit.
  The oxide zone is as much as 100 m thick, but is typically less than 50 m thick,
  thinning to only few metres down the ridge slopes. Copper grades within the
  oxide zone average 0.46% CuT. Oxide copper mineralogy is dominantly chalcanthite
  with subordinate crysocolla, brochantite and minor amounts of malachite, azurite
  and anterlite noted locally. Oxide minerals occur as fracture filling or as
  disseminated mineralization replacing the original primary sulphides. The oxide
  zone remains unexplored to the northeast.

Flanking the oxide zone and overlying the supergene zone, is
  a zone of leached material which varies in thickness from 0 to 200m
  but averages approximately 40 m over the majority of the deposit. This zone
  is not leached sensu strictu, as it contains appreciable amounts of pyrite and
  localized pods of chalcocite and copper oxide mineralization, which is poorly
  defined at the current drill spacing and was not included in the resource estimate.

Primary copper mineralization was not targeted by Regalitos
  drill program and this zone remains unexplored in all directions. Copper and
  molybdenum grades of this portion of the deposit average 0.25% and 94 ppm respectively,
  however locally, high grade copper-molybdenum mineralization associated with
  structurally controlled hydrothermal breccia bodies was identified. Given that
  only a small portion of this mineralization was drilled it remains to be determined
  whether the primary zone is of economic interest.

It should be noted that molybdenum occurs in the oxide, supergene
  enriched and primary mineralized zones but was not modeled as part of the resource
  estimate. Regalito envisions a heap leach SX-EW operation from the oxide and
  supergene enriched horizons, which would not recover any molybdenum.

Mineral Resource Estimation

The mineral resource estimates for the Regalito Deposit were
  prepared by R. Sim, P.Geo and were reviewed by Steven Blower, P.Geo. (AMEC).
  Estimations are made from 3-dimensional block models generated using commercial
  mine planning software (MineSight).

The mineral resource estimate was generated from drill hole sample
  assay results and a geologic model that relates to the spatial distribution
  of copper. Individual domains, reflecting distinct zones or types of mineralization,
  have been defined and interpolation characteristics have been defined for each
  domain based on the geology, drill hole spacing and geostatistical analysis
  of the data. The degree of confidence in the resources have been classified
  by their proximity to the sample locations and are reported, as required by
  NI43-101, according to the CIM standards on Mineral Resources and Reserves.

The Report includes only estimates for mineral resources. There
  are no mineral reserves estimated or reported in the Report.

Based on information available in the drill hole database, (183
  drill holes, including core, RC and mixed core/RC holes) 3-dimensional wire
  frame solids were generated for the main rock units (a complex array of porphyry
  intruded into monzogranite), the distribution of alteration assemblages, and
  the four zone-code domains (Leached, Oxide, Supergene and Primary).

The geologic interpretation was conducting using drilling information
  displayed on a series of 15 vertical cross sections spaced at 100 m intervals
  across the deposit. Sectional polyline interpretations were then linked together
  to produce 3D wireframe solids.

I-10

---

The block model grade interpolation, by ordinary kriging (OK),
  was conducted using hard-boundary code matching within the Zone domains (Leached,
  Oxide, Supergene, and Primary). For comparison purposes, an inverse distance
  (IDW) and nearest neighbour (NN) estimation of grade was also conducted. The
  Mineral Resources of the Oxide and Supergene Mineralized zones of the Regalito
  Porphyry are shown in the following table and are classified as Measured, Indicated
  and Inferred categories as per CIM reporting standards.

Regalito Deposit Oxide + Supergene Mineral Resources 
  (Sim, December 30, 2004)

|Category   | Cutoff | Mtonn | CuT   | CuSA  | %    | CuSC  | %    | CuS     | %CuS 
|---------- | ------ | ----- | ----- | ----- | ---- | ----- | ---- | ------- | -----
|           | (CuT)  | es    | (%)   | (%)*  | CuSA | (%)*  | CuSC | (Total) | Total
|Measured   | 0.15   | 80.2  | 0.502 | 0.198 | 39.4 | 0.250 | 49.8 | 0.448   | 89.24
|           | 0.2    | 77.9  | 0.512 | 0.202 | 39.5 | 0.254 | 49.6 | 0.456   | 89.06
|           | 0.25   | 74.4  | 0.526 | 0.208 | 39.5 | 0.258 | 49.0 | 0.466   | 88.59
|           | 0.3    | 70.3  | 0.541 | 0.212 | 39.2 | 0.263 | 48.6 | 0.475   | 87.80
|           | 0.35   | 65.7  | 0.556 | 0.218 | 39.2 | 0.268 | 48.2 | 0.486   | 87.41
|           | 0.4    | 59.2  | 0.577 | 0.226 | 39.2 | 0.273 | 47.3 | 0.499   | 86.48
|Indicated  | 0.15   | 739.8 | 0.358 | 0.071 | 19.8 | 0.206 | 57.5 | 0.277   | 77.37
|           | 0.2    | 659.4 | 0.381 | 0.074 | 19.4 | 0.218 | 57.2 | 0.292   | 76.64
|           | 0.25   | 554   | 0.411 | 0.078 | 19.0 | 0.235 | 57.2 | 0.313   | 76.16
|           | 0.3    | 439.8 | 0.448 | 0.083 | 18.5 | 0.255 | 56.9 | 0.338   | 75.45
|           | 0.35   | 336   | 0.488 | 0.089 | 18.2 | 0.278 | 57.0 | 0.367   | 75.20
|           | 0.4    | 248.1 | 0.530 | 0.096 | 18.1 | 0.303 | 57.2 | 0.399   | 75.28
|Measured + | 0.15   | 820   | 0.372 | 0.083 | 22.3 | 0.210 | 56.5 | 0.293   | 78.76
|Indicated  | 0.2    | 737.4 | 0.395 | 0.088 | 22.3 | 0.222 | 56.2 | 0.310   | 78.48
|           | 0.25   | 628.4 | 0.425 | 0.094 | 22.1 | 0.238 | 56.0 | 0.332   | 78.12
|           | 0.3    | 510.1 | 0.461 | 0.101 | 21.9 | 0.256 | 55.5 | 0.357   | 77.44
|           | 0.35   | 401.7 | 0.499 | 0.110 | 22.0 | 0.276 | 55.3 | 0.386   | 77.35
|           | 0.4    | 307.3 | 0.539 | 0.121 | 22.4 | 0.297 | 55.1 | 0.418   | 77.55
|Inferred   | 0.15   | 185.1 | 0.345 | 0.059 | 17.1 | 0.184 | 53.3 | 0.243   | 70.43
|           | 0.2    | 160.9 | 0.371 | 0.060 | 16.2 | 0.197 | 53.1 | 0.257   | 69.27
|           | 0.25   | 131.3 | 0.405 | 0.062 | 15.3 | 0.213 | 52.6 | 0.275   | 67.90
|           | 0.3    | 102.3 | 0.443 | 0.064 | 14.4 | 0.231 | 52.1 | 0.295   | 66.59
|           | 0.35   | 76.7  | 0.485 | 0.068 | 14.0 | 0.252 | 52.0 | 0.320   | 65.98
|           | 0.4    | 53.1  | 0.537 | 0.072 | 13.4 | 0.282 | 52.5 | 0.354   | 65.92

*(CuSA and CuSC estimates are not classified but included to
  provide additional information)

- Regalito requested that AMEC review and validate the mineral resource estimate
    on the Regalito Deposit completed by Robert Sim, December 30 2004. Steven
    Blower, P.Geo from AMEC (Vancouver office) completed the review and did not
    find any significant or fatal flaws in the model. The model is based on a
    geological interpretation that is consistent with all of the data, spatially
    consistent, and geologically reasonable. The resource model has been constructed
    in a manner consistent with the data. All mechanical errors incurred during
    the estimate that were found by AMEC have been addressed and corrected by
    Regalito. AMEC accepts the mineral resource estimate as presented by Robert
    Sim.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Attached as Schedule A to the Management Proxy Circular
  is a summary of historical financial data for Regalito for the years ended December
  31, 2004 and 2003 derived from the financial statements of Regalito at each
  of those dates. As well, at Schedule A to the Management Proxy Circular
  are the unaudited pro forma consolidated balance sheet for Regalito as at December
  31, 2004. The unaudited pro forma consolidated balance sheet was prepared as
  if the Arrangement had occurred on December 31, 2004.

MANAGEMENTS DISCUSSION AND ANALYSIS

Reference is made to the Managements Discussion and Analysis
  of Financial Condition and Results of Operations

I-11

---

contained in the 2004 Annual Report to shareholders for the fiscal
  year ended December 31, 2004, which pages are incorporated herein by reference.

MARKET FOR SECURITIES

An application will be made to continue the listing and posting
  of Regalitos common shares for trading on The Toronto Stock Exchange.
  Materials will also be filed in order to continue the listing of Regalitos
  common shares on the American Stock Exchange.

DIRECTORS AND OFFICERS

The following table sets forth certain information about those
  persons who will be directors and officers of Regalito following completion
  of the Arrangement:

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Regalito Common Shares held on completion of the Arrangement1
      Percentage of Regalito Common Shares held on completion of Arrangement1ROSS BEATY3,4 
        Vancouver, BC Proposed Director
      Geologist. Chairman
          of the Board of Pan American Silver Corp.
      5,387,5015
      26.05ROSS CORY2 
        Vancouver, BC Proposed Director
      Senior Vice-President
          of Raymond James Ltd. since 2001; Senior Vice-President and Director
          of Goepel McDermid Inc., from 1998 to 2001
      Nil
      NilANTHONY FLOYD 
        Vancouver, BC Proposed Director
      Geologist. President
          of Inca Pacific Resources Inc. since April 1994
      300,000
      1.50AZIZ SHARIFF2,3,4
        Dubai, UAE Proposed Director
      Independent Investor
          and Institutional Fundraiser. President of Trimark Trading, of Dubai,
          UAE; CEO, President, Director and Promoter of Lumina Copper Corp. from
          March 2000 to May 2003
      552,533
      2.67JOHN WRIGHT2 
        Vancouver B.C. Proposed Director
      Metallurgical Engineer.
          President and COO of Pan American Silver Corp. until July 1, 2003
      58,000
      0.20DAVID STRANG 
        Washington, US Proposed President
      Oct 2003 to present:
          Vice President, Corporate Development, Lumina Copper Corp. July 2001
          to October 2003: Manager, Corporate Value Consulting, Standard &
          Poor's November 1999 to July 2001: Senior Associate, Corporate Value
          Consulting, PricewaterhouseCoopers
      Nil
      NilROBERT PIROOZ 
        Vancouver, BC Proposed CEO
      Lawyer. Vice-President,
          Secretary and an insider Director of Regalito since May 23, 2003; General
          Counsel, Vice-President and Secretary of Pan American Silver Corp.,
          from April 1998 to October 2000 and since January 1, 2003; General Counsel
          and Vice President of the BCR Group of Companies, from October 2000
          to December 2002
      268,100
      1.36


I-12

---

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Regalito Common Shares held on completion of the Arrangement1
      Percentage of Regalito Common Shares held on completion of Arrangement1SANDRA LIM 
        Vancouver, BC Proposed CFO
      Certified General
          Accountant. An associate with the firm of Smythe Ratcliffe, Chartered
          Accountants, in Vancouver, BC since November 1988; Chief Financial Officer
          of Regalito since June 9, 2004
      Nil
      Nil


|1. | Regalito Common Shares beneficially owned, directly
        or indirectly, or over which control or direction is exercised, as at
        the date hereof, based upon information furnished by Regalito and by the
        individual directors and officers.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | To be a member of the Audit Committee.                                                                                                                                                                                                                       
|3. | To be a member of the Compensation Committee.                                                                                                                                                                                                                
|4. | To be a member of the Nominating and Governance Committee.                                                                                                                                                                                                   
|5. | 1,812,500 of these shares are held by Kestrel Holdings
        Ltd., a private company owned by Mr. Beaty.                                                                                                                                                   

DESCRIPTION OF SHARE CAPITAL

Regalito is authorized to issue 100,000,000 common shares (Common
  Shares) and 100,000,000 preferred shares (Regalito Preferred Shares).
  Following the Arrangement, Regalito will be authorized to issue an unlimited
  number of New Common Shares. The holders of New Common Shares will be entitled
  to receive notice of, and to one vote per share at, every meeting of shareholders
  of Regalito, to receive such dividends as the board of directors declares, and
  to share equally in the assets of Regalito remaining upon the liquidation of
  Regalito after the creditors of Regalito have been satisfied.

STOCK OPTION PLAN

For details of Regalitos stock option plan, see the Management
  Proxy Circular under the heading Particulars of Other Matters to be Acted
  Upon  Approval of New Stock Option Plan.

RISK FACTORS

The risk factors contained in Schedule M to the Management
  Proxy Circular should be considered carefully. These risk factors could materially
  and adversely affect Regalitos future operating results and could cause
  actual events to differ materially from those described in forward-looking statements
  relating to Regalito.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Regalitos auditors are Grant Thornton LLP, Chartered Accountants,
  of Suite 2800  1055 West Georgia Street, Vancouver, British Columbia,
  V6E 4N3.

The registrar and transfer agent for Regalito is Pacific Corporate
  Trust Company, 10th floor, 625 Howe Street, Vancouver, British Columbia, V6C
  3B8.

I-13

---

SCHEDULE J 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

INFORMATION CONCERNING NORCO AFTER THE ARRANGEMENT

---

SCHEDULE J

INFORMATION CONCERNING NORCO AFTER ARRANGEMENT

|                                            |                                                                                | Page
|------------------------------------------- | ------------------------------------------------------------------------------ | ----
|NOTICE TO READER                            | J-1                                                                           
|COMPANY PROFILE                             | J-1                                                                           
|CORPORATE STRUCTURE                         | J-2                                                                           
|DESCRIPTION OF BUSINESS                     | J-2                                                                           
|GALENO PROPERTY, PERU                       | J-2                                                                           
|                                            | Acquisition of the Property                                                    | J-2 
|                                            | Property Description and Location                                              | J-3 
|                                            | The Report                                                                     | J-4 
|                                            | Accessibility, Climate, Local Resources, Infrastructure
      and Physiography | J-4 
|                                            | History                                                                        | J-5 
|                                            | Geological Setting                                                             | J-5 
|                                            | Deposit Types                                                                  | J-6 
|                                            | Mineralization                                                                 | J-6 
|                                            | Exploration, Drilling and Reserve Estimates                                    | J-6 
|OTHER NORCO PROPERTIES                      | J-7                                                                           
|                                            | Molino Property                                                                | J-7 
|                                            | Pashpap Property                                                               | J-7 
|SELECTED CONSOLIDATED FINANCIAL INFORMATION | J-7                                                                           
|MARKET FOR SECURITIES                       | J-7                                                                           
|DIRECTORS AND OFFICERS                      | J-8                                                                           
|DESCRIPTION OF SHARE CAPITAL                | J-8                                                                           
|RISK FACTORS                                | J-9                                                                           
|STOCK OPTION PLAN                           | J-9                                                                           
|AUDITORS, REGISTRAR AND TRANSFER AGENT      | J-10                                                                          

NOTICE TO READER

The following is a summary of the business of Northern Peru
  Copper Corp. (Norco or the Company) after the Arrangement
  and should be read together with the more detailed information and financial
  data and statements contained elsewhere in this schedule and in the Management
  Proxy Circular. Except where otherwise indicated herein, all of the disclosure
  in this schedule is made on the basis that the Arrangement has been completed
  as described in the Management Proxy Circular.

COMPANY PROFILE

Norco was incorporated under the BCCA on February 28, 2005 in
  order to take part in the Arrangement. Norco has applied to be listed on the
  TSX. There are no assurances as to if, or when, Norco will be listed on the
  TSX indicated above, if ever. In the event Norco is unsuccessful in having its
  shares listed on the TSX it will apply to be listed on the TSX-V.

Pursuant to the Arrangement, Norco will continue certain of the
  assets previously owned by Regalito (formerly Lumina) which consisted of advanced
  stage copper exploration properties. See The Arrangement in the
  Management Proxy Circular.

Corporate Objective

The focus of Norco will be the acquisition and development of
  advanced stage copper exploration properties and other exploration mineral properties
  in Peru. Norco currently has an option to acquire a 100% interest in the Galeno
  Property in northern Peru. Norco also owns a 100% interest in the Molino Property,
  which lies contiguous to the Galeno Property, as well as a 100% interest in
  the Pashpap Property, also in northern Peru.

---

CORPORATE STRUCTURE

Norco was incorporated by registration of its Notice of Articles
  under the BCBCA on February 28, 2005.

Norco obtained its interests in the Galeno, Molino and Pashpap
  properties in Northern Peru by way of the Arrangement which saw Regalito dispose
  of its Peruvian copper property interests.

The principal place of business of Norco is located at Suite
  1550, 625 Howe Street, Vancouver, BC V6C 2T6. The following chart sets forth
  Norcos corporate structure:



DESCRIPTION OF BUSINESS

Norcos business is the acquisition and development of advanced
  stage copper exploration properties and other exploration mineral properties
  in Peru. Norco currently has interests in three properties in Peru. Its primary
  asset is the Galeno Property.

GALENO PROPERTY, PERU

Acquisition of the Property

The four mining concessions, which make up the Galeno Property,
  are currently registered under the name of Asuncion Negociacion Minera S.A.
  (ASUMIN). On April 25, 2003 Regalito, through its wholly owned subsidiary, CRS
  Copper Resources Corp. (CRS) entered into an agreement with ASUMIN,
  that will grant CRS the option to obtain a 100% interest in the property by
  making staged cash and/or share payments which total US$2.0 million. The terms
  of the agreement as supplied by Regalito and which have been assigned to Norco
  are summarized as follows:

Norco may purchase the property for cash payments totalling US$2.0
  million as set out in the following table:

J-2

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Schedule of PaymentsPeriod
      Amount (US$)On signing
      10,000 (paid)3 months
      20,000 (paid)6 months
      50,000 (paid)12 months
      100,000 (paid)24 months
      300,00036 months
      400,00048 months
      1,120,000Total
      2,000,000


The payment scheduled for the 48th month may be delayed for up
  to three years if payments of a US$100,000 each are made at each of the 48th,
  60th and 72nd months. US$50,000 of each of the US$100,000 payments is to be
  considered as an annual advance payment against the US$1,120,000. The remaining
  US$50,000 of each US$100,000 payment is to be taken as an annual penalty payment.
  For example, if the payment at month 48 is deferred in all three years, the
  payment will be due in month 84 in the amount of US$970,000. The only factor
  that may impact the US $970,000 payment relates to the prevailing copper prices
  (see below).

Norco has no exploration commitments. All property maintenance
  costs are to be met by Norco.

If Norco fails to make any of the option payments when due it
  will lose its interest in the property. Alternatively, if Norco meets all the
  payments as outlined above, it will have exercised its option to own a 100%
  interest in the property. However, Norco will in this latter scenario remain
  obligated to make bonus payments as described below.

Bonus payments are to be made to the owners by Norco under the
  following terms. A US$250,000 payment is due on completion of a positive feasibility
  study. In this case a positive feasibility study is defined as a
  study recommending commercial production on which banks would be prepared to
  lend funds for construction. A further US$250,000 payment is due when construction
  commences on a new mine on the property as described in the feasibility study,
  and finally a US$1,300,000 payment is to be made one year after commercial production
  has commenced at the property.

Payments starting in month 12 are to be subjected to reductions,
  if the average copper prices (3 month London Metal Exchange average) move between
  the determined ranges outlined in the following table:

Copper Price Ranges and Related Payment DiscountsCopper Price
      Copper Price Payments Reduced by* = or < than 0.65
      50%* > 0.65 < 0.80
      35%* > 0.80 < 1.00
      20%* = or > 1.00
      No
        discount


The first three option payments, and also 50% of the payment
  to be made at month 12 are to be in cash, whereas the remaining 50% of the month
  12 payment, in addition to all the rest of the payments, may be made in Norco
  shares. This is provided that Norco can guarantee ASUMIN that they will receive
  at least as much as the agreed cash payment when the shares become freely tradable
  (4 months after issuance to ASUMIN). If the shares trade at a value below the
  agreed cash payment, Norco is obliged to pay the difference in cash to ASUMIN.
  If the shares are trading above the agreed cash value, Norco will have no further
  obligation to ASUMIN in respect to specific cash payments, and ASUMIN are to
  be entitled to retain the excess value.

Property Description and Location

The property comprises four mining concessions, which cover a
  total surface area of 1,347.5 ha (see the following table). An additional claim
  called El Galeno II, which was originally included in the
  property position, has been contested before the Peruvian judiciary. It is unclear
  at present whether this claim will eventually be included in the list of mining
  concessions that form the Galeno Property.

J-3

---

Mineral Concessions Forming the Galeno PropertyType
      Name
      Ha**
      CodeMining concession
      Galeno 11
      500
      010409795Mining concession
      Galeno 10
      500
      010409995Mining concession
      El Galeno
      591
      03002984X01Mining concession
      El Galeno 1
      275
      03003250X01Mining concession
      El Galeno II*
      350
      03003255X01


Note *: Has been contested before
  the Peruvian judiciary 
           ** Concessions are overlapping
  and cover a smaller area than the sum of individual concessions

The Galeno Property is located approximately 600 km north of
  Lima and 150 km northeast of the coastal city of Trujillo (350 km by road),
  in northern Peru.

The Report

Regalito commissioned AMEC (Peru) S.A. (AMEC) to provide an independent
  Qualified Persons Review and Technical Report on the Galeno Copper-Gold
  Property. Diane Nicolson, Ph. D., MAIG, a member of the Australian Institute
  of Geoscientists, and an associate of AMEC served as the Qualified Person responsible
  for the preparation of the Technical Report as defined in National Instrument
  43-101, Standards of Disclosure for Mineral Projects and in compliance with
  Form 43-101F1 (the Technical Report). The Report is based on information known
  to AMEC as of May 30, 2003.

The following disclosure is a summary of the Report. A full copy
  of the Report is available on SEDAR at www.sedar.com. If internet access is not available, the
  full Report may be reviewed at the offices of Norco at Suite 1550, 625 Howe
  Street, Vancouver, BC during normal business hours.

Accessibility, Climate, Local Resources, Infrastructure and
  Physiography

Accessibility

Access to the Galeno Property is from the city of Cajamarca,
  which is located in north-western Peru in the Cajamarca Department. Road access
  from Cajamarca to the Galeno Property is summarized in Table 5-1. The driving
  time for the 56 km distance is approximately 2.5 hours. The Cajamarca to Michiquillay
  portion of the road is a heavily used dirt road, which also links Cajamarca
  to the provincial capital of Celedin. This road is in a reasonable to poor state
  of repair, until the turn-off to the Michiquillay copper deposit is reached.
  Beyond this point, the access road narrows, is less heavily used, and is in
  a poor to moderate condition.

An alternative dirt road exists that crosses the Rodacocha community,
  which reduces travel time by half an hour as compared to the route via Michiquillay.
  This road is, however, periodically closed.

Cajamarca has a commercial airport, which is serviced by daily
  flights from Lima.

Climate

The climate in the region is regarded as high-altitude temperate
  and has both a dry and rainy season. Generally the winter months (or the dry
  season are June to September) have very little precipitation while the
  summer months (or the wet season are October to May) have consistent
  rains. The annual temperature range is 2 to 18oC. Although exploration
  can continue year round in this part of Peru, it is common to avoid conducting
  field programs during the rainy season as the rains can hamper access.

Local Resources and Infrastructure

The Galeno Property contains very little developed infrastructure
  apart from the roads constructed for drill rig access, and a semi-permanent
  exploration camp installed by North Limited (North) during the late
  1990s, which comprises office, sleeping, warehouse and logging facilities).

J-4

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Local water sources are currently inadequate to support any development
  as the main rivers have minimal water flow during the dry season. Previous studies
  by North had suggested damming the junction of the Rio Yanacocha and Rio Grande
  as a permanent water source for the operation.

The closest power source to the property is probably at the village
  of Encañada, and is currently only sufficient to serve the requirements
  of the local communities. In 1999, North investigated the power requirements
  of a significant mining operation at Galeno and suggested that the current Peruvian
  Centre-North Interconnected Power System did not have surplus power to support
  a mine and processing facility, and that a substantial upgrade to the existing
  system would be needed. North also commented that this problem could be rectified
  subsequent to a proposed up-grade of the power system in 2000. AMEC is not aware
  if these upgrades were completed.

The city of Cajamarca is the closest major town and can provide
  basic goods, services and accommodations for the early and advanced stages of
  project development and operations, as it currently does for the Yanacocha Mine.
  Specialised services generally have to be obtained from Lima, or possibly the
  coastal city of Trujillo. Local towns, such as the District town of Encañada
  and the Provincial town of Celedin, that are located on the main road connecting
  Cajamarca to the high jungle town of Chachapoyas, may provide limited resources
  such as manual labour.

The closest port facility is at Pacasmayo, which is located approximately
  220 km by road west of the Galeno Property. A second port exists at Salaverry,
  360 km by road southwest of the property. Previous conceptual studies on the
  Galeno Property by North considered using these two ports as a potential destination
  for a concentrate slurry pipeline.

Physiography

The topography of the Galeno Property is dominated by a glacial
  morphology. Elevation varies from 3,000 to 4,000 masl. The principal glacial
  valley, the Rinconada Valley, trends approximately north-south, has a broad,
  flat to undulating base. The base of the valley is filled with fluvio-glacial
  material and hosts several lakes, which include Milpo, Rinconada and Los Dos
  Colores. Much of the base of the valleys surrounding the lakes is water-logged
  and comprises marshland. The dryer, slightly elevated areas comprise terminal
  moraines of limited areal extent.

The second main valley, the Kerosene Valley, is notably much
  less developed than the Rinconada Valley and has a morphology more akin to that
  of a young river valley (V shaped). Kerosene Valley has moderate
  to steep sides and lacks a broad base.

The center of the Galeno mineralized system is located at the
  head of these two sub-catchments. The Rinconada Valley corresponds to the Sendamal
  River, which is a tributary of the Marañon River, and the Kerosene Valley
  corresponds to the Chonta River, which eventually feeds the Cajamarca River
  and subsequently the Crisnejas River. Both catchments have smaller surface water
  drainages or quebradas, which are shallow and typical of the upper reaches of
  catchment zones.

History

Copper mineralization was first recognized on the Galeno Property
  in 1993.

Subsequently the Galeno Property has undergone a number of exploration
  campaigns by Newmont Peru Ltd. (Newmont) and North. Twenty-one diamond
  drillholes and thirty reverse circulation drillholes for a total of 13,145.85
  m have been completed on the Property. This drilling, along with surface trenching
  and sampling, magnetic and induced polarization geophysical surveys have assisted
  in the delineation of the Galeno Cu-Au-Mo porphyry. Hypogene and enriched, copper
  porphyry mineralization at Galeno is hosted by both lower Cretaceous sediments
  and dacitic intrusives. Low-grade hypogene mineralization is associated with
  the potassic and to a lesser extent with the phyllic alteration while the enriched
  mineralization, which consists of covellite and chalcocite, occurs more closely
  associated with the phyllic alteration. The overlying leach cap and oxide zone
  are poorly represented and are often absent.

Geological Setting

The general geology of Peru has been summarized as consisting
  of a number of northwest-trending lithotectonic belts. The geological, structural,
  and metallogenic provinces that comprise these belts define the Peruvian Andes,
  which form a continuous line along the entire western edge of South America.
  The belts along the Peruvian continental margin

J-5

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have long been recognized as one of the most heavily mineralized
  regions in the world.

A regional thrust fault verging north-northeast has brought the
  Lower Cretaceous rocks that host the Galeno mineralization, over the Upper Cretaceous
  stratigraphy. The porphyry-style mineralization is hosted both by sediments
  of the Goyllarisquizga Group and porphyritic dacitic intrusive bodies.

Three intrusive units have been identified on the Galeno Property:
  (i) an early dacite porphyry is characterized by a holocrystalline porphyritic
  texture. A fine-grained matrix of quartz and potassium feldspar is more abundant
  than the feldspar, biotite, hornblende and quartz phenocryst population; (ii)
  a late dacitic porphyry intrusive by contrast has a holocrystalline texture
  and a higher phenocryst, predominantly plagioclase, concentration with a subordinate
  groundmass of feldspar and quartz. This intrusive is characterized by weak to
  no alteration, therefore often sterile, and is generally encountered in the
  inner, deeper areas of the system; and (iii) diabase dykes have an ophitic to
  subophitic texture with local hypocrystalline to holocrystalline textures. The
  dykes are comprised of plagioclase, calcite, augite, olivine, magnetite and
  spinel.

In addition, an intrusive breccia is observed in the northeast
  and central areas of the deposit at depth. This unit consists of fragments of
  the early dacite porphyry, which may be mineralized in a matrix of late dacite
  porphyry. Quaternary deposits include glacial and fluvio-glacial deposits of
  Pleistocene age, which consists of sands, gravels etc. The deposits are most
  prevalent in the base of the Rinconada Valley.

The Galeno Project is associated with an asymmetric anticline
  that formed in the upper plate of a major thrust. The main intrusive bodies
  were emplaced close to the axis of the fold occupying the area between Cerros
  Guaguayo and Quina Cucho.

Deposit Types

Mineralization at Galeno is an Andean example of a porphyry copper,
  molybdenum and gold deposit.

Mineralization

There are two main styles of mineralization on the Galeno Property.
  Both are related to the Galeno porphyry hydrothermal center, and comprise: (i)
  an early lower grade Cu with Mo and Au hypogene mineralization event; and (ii)
  a later Cu enriched mineralization event whose origin (i.e. whether it relates
  to a hypogene or a supergene enrichment event), is unclear from the information
  provided to AMEC although a hypogene origin is favoured based on available data.
  In addition, there is a very weakly developed and localized oxidation/leaching
  event superimposed on the main Cu mineralization.

Zones of breccia-hosted gold mineralization are located to the
  east and southeast of the hydrothermal centre, lying partially on the Galeno
  Property but also extending onto the adjacent and overlapping the Molino Claims
  (see Molino Property below).

Exploration, Drilling and Reserve Estimates

North completed two mineral resource estimates on the porphyry
  mineralization at Galeno, both of which are considered to be historical estimates.
  The first estimate was very preliminary in nature based on thirty-eight drillholes,
  and was done using a block model and the inverse distance squared interpolation
  method. The second estimate incorporated forty-six drillholes, and used an Ordinary
  Kriging interpolation method, which treated copper and gold grades separately.
  AMEC did not audit or re-estimate the mineral resource. In AMECs opinion
  the Historical Inferred Mineral Resource Estimate calculated by North (Webster,
  1998b) using the Ordinary Kriging method may be quoted as 486 Mt at 0.57% Cu
  and 0.14g/t Au, at a cut-off grade of 0.4% Cu. No Mineral Resources or Mineral
  Reserves, as defined by NI 43-101 or CIM definitions, have been estimated at
  Galeno.

Using the first historical resource estimate as a base, North
  completed an in-house conceptual study of the Galeno deposit, prior to the completing
  the final drill program. The study assumed that all the copper existed as sulphide
  and that it was suitable for heap leach or the production of a higher-grade
  flotation concentrate. The possibility of mining the deposit by open pit methods
  was addressed.

J-6

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North also completed a preliminary metallurgical study. Direct
  acid leaching with sulphuric acid was found not to be feasible. A concentrate
  leach option considered two options, the Intec and the CESL processes, both
  of which at the time were not fully commercialized. According to the Conceptual
  Study, only the untested Intec Method was financially viable (Webster, 1998b).

After the completion of additional diamond drilling and the second
  resource estimate (using the Ordinary Kriging method), the conceptual study
  was updated by North (Webster, 1998b). A high grade zone (grading >1% Cu)
  that was defined by the drilling was evaluated as a starter pit, however it
  was determined that it would not meet Norths minimum development criteria
  unless there were significant reductions in the capital costs. North also concluded
  that the geology and mineralization in the Galeno zone had not been adequately
  defined by the drilling completed to date.

Norco has completed no exploration activities on the Project
  to date.

OTHER NORCO PROPERTIES

Molino Property

The Molino Property lease lies contiguous to Norcos Galeno
  Property described above. The vendors of the Property will be paid a net profits
  interest (NPI) of up to 20%, depending on the timing of production
  from the concession. The NPI converts to a 1% net smelter return royalty if
  production commences after 2006. The agreement also involved the acquisition
  of Eastpac Minerals Peru SA by Norcos Ontario subsidiary, 1327008 Ontario
  Ltd., and Minera Andes de Norte SA by Norcos Peruvian subsidiary, Lumina
  Copper SAC. Under the lease there is a 6% NPI.

The Molino Property lease is currently the subject of ongoing
  litigation. Norco does not consider the dispute to be material but an unfavourable
  ruling could limit the expansion of the known mineral resource at Galeno. Norco
  has already been successful in defending the claim in an arbitration and Norco
  believes it will be successful in defending the litigation; however, Norco cannot
  guarantee the results.

Pashpap Property

The Pashpap Property was acquired by staking in July 2003. It
  consists of 8 mining concessions (6,240 hectares) and is located in Ancash department
  of northern Peru. The Pashpap property contains an Andean type porphyry
  copper hydrothermal system that has at least five porphyry centres and
  a skarn zone. Copper mineralization was first recognised on the Pashpap property
  in 1914. Subsequently the property has undergone a number of exploration campaigns
  by the following companies: Newmont, AMAX, Homestake, Buenaventura and Noranda.
  A total of 16,245 metres of diamond drilling in 88 holes have been completed
  on the property.

The Pashpap Property is without known ore reserves and any exploration
  undertaken by Norco in the future will be exploratory in nature.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Attached as Schedule A to the Management Proxy Circular
  is a summary of historical financial data for Regalito for the years ended December
  31, 2004 and 2003 derived from the financial statements of Regalito at each
  of those dates. As well, at Schedule A to the Management Proxy Circular
  is the unaudited pro-forma consolidated balance sheet for Norco as at December
  31, 2004. The unaudited pro forma consolidated balance sheet was prepared as
  if the Arrangement had occurred on December 31, 2004.

MARKET FOR SECURITIES

An application will be made for the listing and posting on the
  TSX of Norcos Common Shares. The listing of the Norco Common Shares on
  the TSX will be subject to Norco meeting the TSXs original listing requirements.
  If Norco is not able to meet the original listing requirements of the TSX then
  Norco will seek to list the Norco Common Shares on the TSX-V. Conditional listing
  approval has not yet been obtained and there can be no assurance that the Norco
  Common Shares will be listed on the TSX or any other stock exchange. While Norco
  intends to continue to seek a listing for the Norco Common Shares if such shares
  are not listed on the TSX, delays in obtaining, or the inability to obtain such
  listings will not be a condition of the parties to the completion of the Plan
  of Arrangement. There can be no

J-7

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assurance that the necessary discretionary orders or exemptions
  will be granted by the applicable regulatory authorities or that the Norco Common
  Shares will be listed on any stock exchange.

DIRECTORS AND OFFICERS

The following table sets forth certain information about those
  persons who will be directors and officers of Norco following completion of
  the Arrangement:

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Norco Common Shares held on completion of the Arrangement1
      Percentage of Norco Common Shares held on completion of Arrangement1ROSS BEATY3,4 
        Vancouver, BC Proposed Director
      Geologist. Chairman of the Board of
        Pan American Silver Corp.
      5,387,5015
      26.05ROSS CORY2, 3,4 
        Vancouver B.C. Proposed Director
      Senior Vice-President of Raymond James
        Ltd. since 2001; Senior Vice-President and Director of Goepel McDermid
        Inc., from 1998 to 2001
      Nil
      NilANTHONY FLOYD2 
        Vancouver, BC Proposed Director
      Geologist. President of Inca Pacific
        Resources Inc. since April 1994
      300,000
      1.50ROBERT PIROOZ3,4 
        Vancouver, BC Proposed Secretary and Director
      Lawyer. Vice-President, Secretary
        and an insider Director of Regalito since May 23, 2003; General Counsel,
        Vice-President and Secretary of Pan American Silver Corp., from April
        1998 to October 2000 and since January 1, 2003; General Counsel and Vice
        President of the BCR Group of Companies, from October 2000 to December
        2002
      268,100
      1.36DONALD 
        SHUMKA2,3,4 
        Vancouver BC Proposed Director
      President of Walden Management Ltd.
        a consultancy company since 2004; Managing director of Raymond James Ltd.
        from 1993-2004
      Nil
      NilMARSHALL KOVAL 
        Seattle, Washington 
        U.S.A. Proposed President
      Geologist. Management Consultant,
        from 2002 to present; Senior Principal and President of Pincock Allen
        & Holt, from 1991 to 2002; Manager, Project Development, Golder Associates
        Inc., from 1987 to 1991
      Nil
      NilSANDRA LIM 
        Vancouver, BC Proposed CFO
      Certified General Accountant. An associate
        with the firm of Smythe Ratcliffe, Chartered Accountants, in Vancouver,
        BC since November 1988; Chief Financial Officer of Regalito since June
        9, 2004
      Nil
      Nil


|1. | Norco Common Shares beneficially owned,
        directly or indirectly, or over which control or direction is exercised,
        as at the date hereof, based upon information furnished by Regalito and
        by the individual directors and officers.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | To be a member of the Audit Committee.                                                                                                                                                                                                                    
|3. | To be a member of the Compensation Committee.                                                                                                                                                                                                             
|4. | To be a member of the Nominating and Governance Committee.                                                                                                                                                                                                
|5. | 1,812,500 of these shares are held by Kestrel Holdings
        Ltd., a private company owned by Mr. Beaty.                                                                                                                                                

DESCRIPTION OF SHARE CAPITAL

Following the Arrangement, Norco will be authorized to issue
  an unlimited number of common shares. The holders of Norco Common Shares will
  be entitled to receive notice of, and to one vote per share at, every meeting
  of shareholders

J-8

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of Norco, to receive such dividends as the board of directors
  declares, and to share equally in the assets of Norco remaining upon the liquidation
  of Norco after the creditors of Norco have been satisfied.

RISK FACTORS

The risk factors contained in Schedule M to the Management
  Proxy Circular should be considered carefully. These risk factors could materially
  and adversely affect Norcos future operating results and could cause actual
  events to differ materially from those described in forward-looking statements
  relating to Norco.

STOCK OPTION PLAN

The directors of Norco approved the adoption of a stock option
  plan (the Norco Plan), subject to shareholder and regulatory approval.
  The directors are of the view that it is in the best interests of Norco to implement
  the Norco Plan, which will enable the directors to grant options to directors,
  officers, employees and other service providers as a means of rewarding positive
  performance and providing incentive to effectively manage the affairs of Norco.

In addition, the directors of Norco wish to seek disinterested
  shareholder approval (such that no insider or proposed insider (or their
  associates) will be entitled to vote on such resolutions) to include a provision
  for the issuance of up to an aggregate of 200,000 shares of Norco (the Norco
  Bonus Shares) in each calendar year to those directors, officers, employees
  and consultants who are deemed to have provided extraordinary contributions
  to the advancement of Norco. Any such issuance would be based on performance
  reviews.

The Norco Plan is in all material aspects identical to the Lumina
  New Plan. The following information is intended as a brief description of the
  Norco Plan and is qualified in its entirety by the full text of the Norco Plan
  which is available for review by any Shareholder up until the day preceding
  the Meeting at Norcos office at Suite 1550 - 625 Howe Street, Vancouver,
  British Columbia:

|(a) | all options will be non-assignable and non-transferable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | a maximum of 10% of the issued shares of Norco,
        from time to time inclusive of the Bonus Shares, may be reserved for issuance
        pursuant to the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | the exercise price of any options granted
        under the Norco Plan will be determined by the board of directors, in
        its sole discretion, but shall not be less than the weighted average market
        price of the 5 trading days prior to the date the option is granted.                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | the number of shares which may be reserved
        for issuance pursuant to options granted to Insiders under the Norco Plan,
        together with all of Norcos other previously established or proposed
        share compensation arrangements, in aggregate, shall not at any time exceed
        10% of the total number of issued and outstanding common shares in the
        capital of Norco on a non-diluted basis. The number of option shares and
        Bonus Shares which may be issuable under the Norco Plan, together with
        all of Norcos other previously established or proposed share compensation
        arrangements, within a one-year period:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | subject to prior shareholder approval, the
        Norco Plan limits the number of options granted together with the number
        of Bonus Shares issued to any one individual during a one year period
        to 5% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | the Norco Plan limits the number of options
        granted together with the number of Bonus Shares issued to a consultant
        or an employee performing investor relations activities during a one year
        period to 2% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(g) | the Norco Plan limits the exercise period
        of any option grant to 10 years from the date of grant, or such lesser
        period as determined by the directors of Norco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

J-9

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|(h) | upon expiry of an option, or in the event an option
        is otherwise terminated for any reason, without having been exercised
        in full, the number of shares in respect of the expired or terminated
        option will again be available for the purposes of the Norco Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(i) | if the option holder ceases to be a director of Norco
        or ceases to be employed by Norco (other then by reason of death), as
        the case may be, then the option granted will expire on no later than
        the 30th day following the date that the option holder ceases to be a
        director or ceases to be employed by Norco, subject to the terms and conditions
        set out in the Norco Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(j) | disinterested shareholder approval must be obtained
        for (i) any reduction in the exercise price of an outstanding option,
        if the option holder is an insider; and (ii) any grant of options to any
        one individual, within a 12 month period, exceeding 5% of Norcos
        issued shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(k) | for stock options granted to employees, consultants
        or management company employees, Norco represents that the proposed optionee
        is a bona fide employee, consultant or management company employee, as
        the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(l) | options will be reclassified in the event of any consolidation,
        subdivision, conversion or exchange of Norcos common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(m) | the Board of Directors may make certain amendments to
        the Norco Plan or any option without shareholder approval. The directors
        have the authority to make changes such as: amendments of a housekeeping
        nature; a change to the vesting provisions of an option or the Norco Plan;
        a change to the termination provisions of an option or the Norco Plan
        which does not entail an extension beyond the original expiry date; and
        the addition of a cashless exercise feature, payable in cash or securities,
        which provides for a full deduction of the number of underlying options
        from the Norco Plan reserve. Amendments which reduce the exercise price
        or extend the term of an option held by an insider or which increase the
        fixed maximum percentage of common shares issuable under the Norco Plan
        will require shareholder approval. Any amendment to the Norco Plan is
        also subject to the acceptance of the TSX.

The Norco Plan will be administered by Norcos secretary
  or such other senior officer or employee as may be designated by the board of
  directors from time to time. Upon the approval of the Norco Plan by the Shareholders,
  shareholder approval will not be required or sought on a case-by-case basis
  for the purpose of the granting of options to and the exercise of options by
  employees of Norco or its affiliates regularly employed on a full-time or part-time
  basis, directors of Norco and persons who perform services for Norco on an ongoing
  basis or who have provided, or are expected to provide, services of value to
  Norco.

At the Meeting, conditional upon approval of the Arrangement,
  Shareholders will be asked to consider, and if thought fit to approve a resolution
  approving the Norco Plan, the full text of which resolution is included in Schedule
  D hereto under the heading Norco Plan Resolution.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Norcos auditors are Grant Thornton LLP, Chartered Accountants,
  of Suite 2800  1055 West Georgia Street, Vancouver, British Columbia,
  V6E 4N3.

The registrar and transfer agent for Norco is Pacific Corporate
  Trust Company, 10th floor, 625 Howe Street, Vancouver, British Columbia, V6C
  3B8.

J-10

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SCHEDULE "K"(to the Management Proxy Circular of Lumina Copper Corp. dated April 1,
  2005)

INFORMATION CONCERNING GLOBAL AFTER THE ARRANGEMENT

---

SCHEDULE K

INFORMATION CONCERNING GLOBAL AFTER THE ARRANGEMENT

|                                            |                                          | Page
|------------------------------------------- | ---------------------------------------- | ----
|NOTICE TO READER                            | K-1                                     
|COMPANY PROFILE                             | K-1                                     
|CORPORATE STRUCTURE                         | K-2                                     
|DESCRIPTION OF BUSINESS                     | K-2                                     
|RELINCHO PROPERTY, CHILE                    | K-2                                     
|                                            | Acquisition of the Property              | K-2 
|                                            | Description and Location of the Property | K-2 
|                                            | Relincho Property Information            | K-4 
|VIZCACHITAS PROPERTY, CHILE                 | K-11                                    
|                                            | Acquisition of the Property              | K-11
|                                            | Description and Location of the Property | K-12
|                                            | Property Information                     | K-12
|TACA TACA PROPERTY, ARGENTINA               | K-13                                    
|                                            | Acquisition of the Property              | K-13
|                                            | Description and Location of the Property | K-13
|                                            | Property Information                     | K-13
|SAN JORGE PROPERTY, ARGENTINA               | K-14                                    
|                                            | Acquisition of the Property              | K-14
|                                            | Description and Location of the Property | K-14
|                                            | Property Information                     | K-15
|SELECTED CONSOLIDATED FINANCIAL INFORMATION | K-16                                    
|MARKET FOR SECURITIES                       | K-16                                    
|DIRECTORS AND OFFICERS                      | K-16                                    
|DESCRIPTION OF SHARE CAPITAL                | K-17                                    
|RISK FACTORS                                | K-17                                    
|STOCK OPTION PLAN                           | K-17                                    
|AUDITORS, REGISTRAR AND TRANSFER AGENT      | K-19                                    

NOTICE TO READER

The following is a summary of the business of Global Copper
  Corp. (Global or the Company) after the Arrangement
  and should be read together with the more detailed information and financial
  data and statements contained elsewhere in this schedule and in the Management
  Proxy Circular. Except where otherwise indicated herein, all of the disclosure
  in this schedule is made on the basis that the Arrangement has been completed
  as described in the Management Proxy Circular.

COMPANY PROFILE

Global was incorporated under the BCCA on February 28, 2005 under
  the name Continental Copper Corp. in order to take part in the Arrangement.
  On May 23, 2005, the company changed its name to Global Copper Corp.

Pursuant to the Plan of Arrangement, Global will own certain
  of the assets previously owned by Regalito (formerly Lumina) which consisted
  of advanced stage copper exploration properties. See The Arrangement
  in the Management Proxy Circular.

Corporate Objective

The focus of Global will be the acquisition and development of
  advanced stage copper exploration properties and other exploration mineral properties
  in Chile and Argentina. Global currently has a 100% interest in Relincho Property,
  a 100% interest in a 51% indirect interest in the Vizcachitas Property and a
  100% indirect interest in additional exploration concessions that surround and
  are peripheral to the Vizcachitas porphyry copper system. In addition Global
  has a 100% interest in the San Jorge and Taca Taca Properties both located in
  Argentina. See Description of Business below for details.

K-1

---

CORPORATE STRUCTURE

Global was incorporated by registration of its Notice of Articles
  under the BCBCA on February 28, 2005 under the name Continental Copper
  Corp. On May 23, 2005, the Company changed its name to Global Copper
  Corp.

Global obtained its interests in the Relincho and Vizcachitas
  properties in Chile and the San Jorge and Taca Taca Properties in Argentina
  by way of the Arrangement which saw Regalito dispose of part of its Chilean
  copper property interests and all of its Argentinean property interests to Global.
  Regalito retained its interest in the Regalito Property.

The principal place of business of Global is located at Suite
  1550, 625 Howe Street, Vancouver, BC V6C 2T6. The following chart sets forth
  Globals corporate structure:



DESCRIPTION OF BUSINESS

Globals business is the acquisition and development of
  advanced stage copper exploration properties and other exploration mineral properties
  in Chile and Argentina. Global currently has interests in two properties in
  Chile and two properties in Argentina. Its primary asset is the Relincho Property.

RELINCHO PROPERTY, CHILE

Acquisition of the Property

On January 8, 2004 Regalito concluded an agreement with Andes
  Pacific Development S.A ("APDS) of Santiago, Chile, to acquire 100% of
  the Relincho Property. To date US$1.0 million has been paid by Regalito to APDS.
  Global must pay APDS a further US$5.0 million in cash or shares of Global (at
  Globals election) by December 31, 2006. Provided the shares of Global
  are trading on a recognised stock exchange in North America, Global will have
  the right to pay any or all of the remaining $US5.0 million in shares of Global
  based on the price of Globals shares for the 20 trading days ending five
  trading days prior to the date of the issuance of the shares of Global.

Description and Location of the Property

The Relincho Property is located approximately 50 km east of
  Vallenar and 630 km north of Santiago in Region III of northern, Chile and consists
  of approximately 19,516 hectares. The property consists of 87 contiguous mining
  claims, more particularly described as follows:

K-2

---

Legend 
        0 = Payment made 
        Value = Amount of pending payment. 
        Sentence = Once the claim is granted a sentence payment must
        be made to the court. 
        Publication = A payment must be made to publish the claim in the official
        mining bulletin. 
        Inscription = A further payment to the court to finalize the registration
        of the claim. 
        Mensura = Final payment for the surveying of the claims. 
        DNE = Did not exist.


Previous
        Patent Payments (Maintenance Expenses)
      Pending
        Payment (Chilean Pesos)Mining Claim
      Date of Original Application
      Area (Ha)s
      Patent 2002
      Patent 2003
      Patent 2004
      Pending
        Legal Procedures to Convert to Mensure (Chilena)Sentence
      Publi- cation
      Inscrip- tion
      MensuraAlga Uno 1-60
      23- Jul 99
      248
      856,560
      739,040
      744,000
      20,000
      30,000
      50,000
      0Alga Dos 1-60
      23 Jul 99
      242
      856,560
      721,160
      726,000
      20,000
      30,000
      50,000
      0Alga Tees 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      0Alga Quatro 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      0Batalla 1-60
      09 Feb 96
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Cecilia 1
      22 Jan 03
      300
      DNE
      178,800
      180,000
      0
      0
      0
      0Cecilia 2
      22 Jan 03
      300
      DNE
      178,800
      180,000
      0
      0
      0
      0Combate 1-60
      09 Feb 96
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Cortado 26 1-10
      08 Mar 99
      100
      285,520
      298,000
      300,000
      0
      0
      0
      0Cortado 29 1-10
      08 Mar 99
      100
      285,520
      298,000
      300,000
      0
      0
      0
      0Corral 1 1-20
      16 Dec 02
      100
      57,104
      298,000
      300,000
      20,000
      30,000
      50,000
      0Corral 2 1-60
      16 Dec 02
      300
      171,312
      894,000
      900,000
      20,000
      30,000
      50,000
      0Corral 3 1-60
      16 Dec 02
      300
      171,312
      894,000
      900,000
      20,000
      30,000
      50,000
      0Corral 4 1-60
      16 Dec 02
      300
      171,312
      894,000
      900,000
      20,000
      30,000
      50,000
      0Corral 5 1-60
      16 Dec 02
      300
      171,312
      894,000
      900,000
      20,000
      30,000
      50,000
      0Corral 6 1-60
      16 Dec 02
      300
      171,312
      894,000
      900,000
      20,000
      30,000
      50,000
      0Corta Uno 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Dos 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Tres 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Quatro 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Cinco 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Seis 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Siete 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Ocho 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Nueve 1-60
      22 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Diez 1-60
      23 Jul 99
      294
      856,560
      876,120
      882,000
      0
      30,000
      50,000
      170,000Corta Once 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Doce 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Trece 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Catorce 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Quince 1-60
      23 Jul 99
      300
      856,560
      894,000
      900,000
      20,000
      30,000
      50,000
      170,000Corta Dieciseis 1-40
      23 Jul 99
      100
      571,040
      298.000
      300,000
      20,000
      30,000
      50,000
      170,000Corta Dieciocho 1-20
      23 Jul 99
      99
      285,520
      295,520
      297,000
      20,000
      30,000
      0,000
      170,000Corta Diecinueve 1-20
      23 Jul 99
      78
      285,520
      232,440
      234,000
      20,000
      30,000
      50,000
      170,000Corta Veinte 1-20
      23 Jul 99
      28
      285,520
      83,440
      84,000
      20,000
      30,000
      50,000
      170,000Corta Veintiuno 1-20
      23 Jul 99
      13
      285,520
      38,740
      39,000
      20,000
      30,000
      50,000
      170,000Corta Veintidos 1-20
      23 Jul 99
      79
      285,520
      235,420
      237,000
      20,000
      30,000
      50,000
      170,000Desprecio 1 1-60
      19 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 2 1-60
      16 May 02
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 3 1-60
      22 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 4 1-60
      19 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 5 1-60
      19 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 6 1-60
      19 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 7 1-60
      22 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 8 1-60
      22 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 9 1-60
      22 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 10 1-60
      25 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 11 1-60
      25 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 12 1-60
      25 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Desprecio 13 1-40
      25 Oct 01
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Molle Uno 1-60
      18 Mar 03
      299
      856,560
      891,020
      897,000
      0
      0
      0
      0Molle Dos 1-60
      30 Oct 02
      300
      856,560
      894,000
      900,000
      
      0
      0
      0Molle Tres 1-60
      01 Oct 01
      262
      856,560
      780,760
      786,000
      20,000
      30,000
      50,000
      0


K-3

---

Previous
        Patent Payments (Maintenance Expenses)
      Pending
        Payment (Chilean Pesos)Mining Claim
      Date of Original Application
      Area (Ha)s
      Patent 2002
      Patent 2003
      Patent 2004
      Pending
        Legal Procedures to Convert to Mensure (Chilena)Sentence
      Publi- cation
      Inscrip- tion
      MensuraMolle Cuatro 1-60
      30 Sep 02
      270
      856,560
      804,600
      810,000
      0
      0
      0
      0Molle Cinco 1-60
      14 Mar 03
      229
      856,560
      682,420
      687,000
      0
      0
      0
      170,000Molle Seis 1-60
      05 Dec 02
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Molle Siete 1-60
      09 Oct 02
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Molle Ocho 1-60
      25 Oct 02
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Molle Nueve 1-40
      01 Oct 01
      165
      571,040
      491,700
      495,000
      20,000
      30,000
      50,000
      0Molle Diez 1-40
      14 Mar 03
      200
      571,040
      596,000
      600,000
      0
      0
      0
      170,000Molle Once 1-40
      11 Dec 02
      175
      571,040
      521,500
      525,000
      0
      0
      0
      0Molle Doce 1-40
      11 Oct 02
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Molle Trece 1-40
      07 Oct 02
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Molle Catorce 1-40
      30 Oct 02
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Molle Quince 1-40
      31 Oct 02
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Molle Dieciseis 1-40
      27 Sep 02
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Morlaco A 1-30
      05 Jun 98
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Morlaco B 1-20
      05 Jun 98
      200
      571,040
      596,000
      600,000
      0
      0
      0
      0Morlaco C 1-10
      26 Jan 98
      100
      285,520
      298,000
      300,000
      0
      0
      0
      0Morlaco D 1-30
      26 Jan 09
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Morlaco E 1-30
      26 Jan 09
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Morlaco F 1-30
      17 Oct 97
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Morlaco G 1-20
      26 Jan 98
      2--
      571,040
      596,000
      600,000
      0
      0
      0
      0Morlaco H 1-20
      10 Jun 98
      142
      405,438
      423,160
      426,000
      0
      0
      0
      0Morlaco I 1-12
      10 Jun 98
      88
      251,258
      262,240
      264,000
      0
      0
      0
      0Morlaco J 1-14
      10 Jun 98
      112
      319,782
      333,760
      336,000
      0
      0
      0
      0Morlaco K 1-16
      17 Mar 98
      141
      402,583
      420,180
      423,000
      0
      0
      0
      0Morte A 1-30
      17 Oct 97
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Morte B 1-18
      18 Mar 98
      145
      408,294
      426,140
      429,000
      0
      0
      0
      0Nogal 1 1-20
      18 Oct 01
      100
      285,520
      298,000
      300,000
      0
      0
      0
      0Nogal 2 1-60
      18 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Nogal 3 1-60
      18 Oct 01
      300
      856,560
      894,000
      900,000
      0
      0
      0
      0Nogal 4 1-40
      18 Oct 01
      200
      856,560
      894,000
      900,000
      0
      0
      0
      0Porvenir 1-10
      16 Oct 95
      50
      142,760
      149,000
      150,000
      0
      0
      0
      0Progreso 1-98
      16 Oct 95
      170
      485,384
      506,600
      510,000
      0
      0
      0
      0Villar Uno 1-20
      23 Jul 99
      6
      285,520
      17,880
      18,000
      20,000
      30,000
      50,000
      0Villar Dos 1-20
      23 Jul 99
      3
      285,520
      8,940
      9,000
      20,000
      30,000
      50,000
      0Total:
      
      20,336
      55,008,283
      59,170,880
      59,568,000
      700,000
      1,050,000
      1,750,000
      3,910,000


Relincho Property Information

The Report

Regalito commissioned AMEC (Perú) S.A. (AMEC) to provide
  an independent Qualified Persons Review and Technical Report for the Relincho
  Cu-Mo Porphyry Property (the Property) located in northern Chile.
  As part of the Technical Report, AMEC was also requested to complete an independent
  mineral resource estimate of the Relincho Porphyry Deposit, which complies with
  CIM reporting standards. AMEC employees Robert Cinits, P.Geo and Denis Boivin,
  P.Geo served as the Qualified Persons responsible for the preparation of the
  Technical Report as defined in National Instrument 43-101, Standards of Disclosure
  for Mineral Projects, and in compliance with Form 43-101F1. The Report is based
  on information known to AMEC as of December 10, 2003.

The following is a summary of the Report. The full Report is
  available on SEDAR at www.sedar.com. If access
  to the internet is not available, a copy of the full Report can be reviewed
  at the offices of Lumina at Suite 1550, 625 Howe Street, Vancouver, BC V6C 2T6
  during normal business hours.

Accessibility, Climate, Local Resources, Infrastructure and
  Physiography

Accessibility

Access to the Relincho Property is from the city of Vallenar,
  located approximately 630 km north of Santiago. Vallenar can be reached from
  Santiago by driving north approximately 4.5 hours along the four lane Pan American
  highway to La Serena and continuing north an additional 2.5 hours to Vallenar.
  Although Vallenar has an airport, it currently only

K-4

---

services local private small aircraft and no scheduled flights
  are available. The closest commercial airports, which are serviced by several
  daily flights from Santiago, are in La Serena (approximately 150 km direct distance
  to the south of Vallenar) and Copiapo (approximately 140 km direct distance
  to the north). Copiapo can be reached in about 2.0 hours driving time from Vallenar
  along the Pan American highway.

Climate

The climate in the region is regarded as arid to desert with
  an average annual rainfall of about 5 to 20 mm. Winters (May to September) are
  generally mild with temperature variations between -5° and 25°, while
  summers (October to April) are hot and very dry with temperature variations
  between 10° and 30°. Snow is extremely rare around Vallenar and the
  Property, however it is known to occur at the higher elevations east of the
  Property boundary. Exploration can easily continue year round in this part of
  Chile.

Local Resources and Infrastructure

The Relincho Property contains very little developed road infrastructure
  apart from those constructed for drill rig access during the mid 1990s.
  The condition of these drill roads is moderate to poor at best and a 4-wheel
  drive truck is recommended.

A permanent camp exists on the Property, and was used a base
  for Outokumpus exploration programs (see below). The camp has been continually
  guarded and moderately maintained since Outokumpus departure and includes
  sleeping facilities for 16 people, an office, kitchen and dining room. The camp
  also includes a covered core cutting shed and core racks (currently holding
  over 17,800 metres of core), an RC cuttings storage area, an operating 10KW
  diesel generator and an area with fuel tanks for vehicles.

Previous studies have located several water sources nearby the
  project area, the most significant being the Huasco River, located approximately
  30 km southwest of the Property. A second significant source exists at the Quebrada
  de Algarrobal, the headwaters of which occur approximately 3 km north of the
  Relincho Porphyry. Flow rates in this creek had previously been measured at
  a rate of 20 to 50 litres per second. Although there are other year round creeks
  on the Property, an updated hydrogeological study would be required to determine
  their suitability to support a mining operation.

The city of Vallenar (population ~ 50,000) is the closest major
  centre and can provide basic goods, services and accommodations for the early
  and advanced stages of project development and operations. More advanced projects
  would generally have to be serviced from Santiago. Vallenar can provide labour
  requirements for various stages of exploration and development projects.

Although the closest significant power source to the Relincho
  Property is in Vallenar, the camp at the Relincho Property does have an operating
  10 kW diesel generator, which is sufficient to supply power for exploration
  purposes. The main power grid that is part of the Chilean northern electrical
  distribution system passes through the town of Maitencillo, approximately 70
  km east of the Property. The grid is fed by two coal fired 150 MW power plants
  in the Huasco area, on the coast, and a third 83 kW gas turbine unit, which
  is also in the Huasco area.

There is no telephone or cellular phone service on the Relincho
  Property and the closest communication is available in Vallenar. Chile has an
  excellent telecommunication network and most of the main cities and towns are
  connected to a fibre optic network, or have cellular phone coverage.

Andes Pacific also owns a residential property in the town of
  Vallenar, which includes a 190 m2 one-story house, comprising two offices and
  a conference room, together with reception and secretarial stations, and accommodations
  and showers for overnight stay. Within the property are several secure storage
  sheds where most of the laboratory rejects and pulps from the previous sampling
  programs are stored. A guard remains on site on a permanent basis. The property
  surrounding the house has an area of 3,000 m2.

The nearest industrial port is located in Huasco, approximately
  80 km direct distance west from the Relincho Property. These facilities host
  three docks, which are currently used to load iron ore from Compania Minera
  Pacificos (CMP) nearby open pit mines (Los Colorados and El Algarrobo
  Mines). The largest of the docks can accommodate iron ore ships up to a capacity
  of 300,000 dwt. A second dock receives coal ships with capacity up to 40,000
  tonnes and the third dock, which is the smallest of the three, receives limestone
  for the CMP iron pelletizing plant. An alternative port

K-5

---

is located at Punta Padrones in Caldera (approximately 160 km
  direct distance north of Huasco), where Phelps Dodge loads concentrates from
  the 432 Mt Candelaria copper mine. This port, which is designed for handling
  concentrates, is situated 270 km by road from Relincho and is reportedly operating
  at less than 50% capacity.

Although a detailed study on potential buyers and smelting of
  a Relincho copper concentrate has not been completed, operating Chilean smelters
  exist at Potrerillos, Altonorte and Paipote. These smelters mostly treat sulphide
  copper concentrates from various mines throughout northern Chile and Andes Pacific
  believes that they would likely acquire Relincho concentrates.

Physiography, Flora and Fauna

The Relincho Property is located in the gently rolling mountainous
  terrain along the western edge of the high Andean Cordillera. Elevations on
  the Property vary between approximately 1,500 and 2,000 masl. To the east of
  the Relincho Property occurs the high Andean cordillera, which consists of numerous
  peaks with elevations in excess of 5,000 m. The border between Chile and Argentina
  occurs approximately 65 km east of the camp and marks the continental watershed
  divide.

Due to the desert climate, vegetation on the property is very
  sparse and generally only occasional cactus or shrubs can be found. The only
  trees that can be found are in some dry creek beds, where water might be only
  a metre below surface. Although water is sparse in the area, occasional foxes,
  rabbits, and vizcachas can be found in the hills surrounding the property. The
  only domestic livestock that can survive in the area are goats and no agricultural
  activity is carried out on the Relincho Property.

History

Small scale mining activities in the vicinity of the Relincho
  Property date back as far as the turn of the century and continued to the 1970s.
  There is evidence of numerous other pits, adits and shafts within the district
  however no documentation of who worked these, or if any significant amount of
  ore was mined.

In 1970, a Chilean-Romanian consortium named Compañia de
  Exploración y Explotación Minera Chileno-Rumana Ltda. (COEMIN) optioned
  the Porvenir and Progreso properties, which cover the current Relincho Deposit,
  and over a two year period they completed an exploration program targeting high
  grade, vein-style Cu-Au-Ag mineralization.

As far as AMEC is aware the Relincho Property sat idle for the
  next 20 years until 1993 when Outokumpu Chile S.A. (Outokumpu), a subsidiary
  of the Finnish based mining and smelting group, Outokumpu Metals and Resources
  OY, acquired the prospecting rights to the Property and initiated a multi-phase
  exploration program, which lasted until 1997. In 2000, Placer Dome acquired
  Minera Relincho S.A. and hence the Relincho Property, by exercise of certain
  rights in connection with the joint ownership with Outokumpu in the Zaldivar
  Copper mine in northern Chile (Andes Pacific, 2002). Placer did not complete
  any exploration over the Relincho Property and in February 2002 it was vended
  to Andes Pacific, which was set up as a vehicle to sell the Property. Subsequent
  to acquisition of the Relincho Property, Andes Pacific has advanced many of
  the claims to a mensura stage, and has maintained the others in good standing,
  but has not completed any new exploration.

Geological Setting

The geology of the central portion of the Relincho Property comprises
  a sequence of Lower Tertiary andesites, which are intruded by the Lower Tertiary
  Los Morteros Granodiorite Batholith. A multi-phase intrusive complex intrudes
  the granodiorite batholith and consists of a series of Intra-mineral,
  Late Mineral, and Post Mineral rhyodacitic to dacitic
  intrusive stocks aligned along a west-northwest trend. The porphyry-style copper
  and molybdenum mineralization on the Relincho Property is associated with these
  intrusives, associated breccia phases, and also in the contact zones with the
  host granodiorite. The porphyries, particularly at contacts, display moderate
  to intense potassic hydrothermal alteration and strong quartz and k-feldspar
  stockwork veining. A set of major north striking and west-northwest striking
  faults are key structural controls to the emplacement of the mineralized porphyries.

Exploration

Five Cu-Mo porphyry centres have been discovered on the Relincho
  Property in a five kilometre long east-west alignment known as the Relincho-Soledad
  Porphyry System. From west to east the centres are Los Amarillos,

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Relincho, Las Guias, Marja, and Soledad. Outokumpu drilled 150
  diamond and RC drill holes totalling approximately 43,028 m into the Cu-Mo porphyry
  centres and most of the drilling was concentrated on the Relincho Porphyry (120
  holes totalling 35,469 m). The Relincho Porphyry is considered to be at an advanced
  stage of exploration and hosts mineral resources. The other porphyry centres
  are considered to be moderate to early stage exploration targets.

Mineralization

The Relincho Porphyry is located on the western side of the Relincho-Soledad
  Porphyry System and on surface covers an area of approximately 700 m by 500
  m. Copper mineralization occurs mostly as primary sulphides. A 10 to 70 m thick
  leached/oxide cap occurs above the sulphide mineralization. Supergene enrichment
  is not well developed at Relincho. The primary sulphide mineralization has been
  intersected to a maximum depth of approximately 700 m and consists of mostly
  bornite and chalcopyrite along with varying amounts of molybdenite, pyrite,
  digenite, and covellite. Oxide mineralization consists mainly of malachite and
  chrysocolla.

Drilling

The exploration and delineation of the Relincho Porphyry and
  the early stage drilling over the Las Guias, Marja, and Los Amarillos Porphyries
  was carried out by Outokumpu, during a five year exploration program between
  1993 and 1997. The majority of the drilling was completed between 1994 and 1996.
  The following table summarize the drilling completed on the Relincho Property.

Relincho Property Drilling Summary

Core Drilling
      RC Drilling
      Mixed R/C Core Drilling**Porphyry**
      Number
      
      Number
      
      Number
      Metres RC/metresTarget
      **of Holes**
      Metres
      **of Holes**
      Metres
      **of Holes**
      **core**Relincho
      45
      17,594
      61
      11,968
      14
      2,987 / 2,920Las Guias
      1
      273
      7
      1,679
      0
      0Marja
      0
      0
      20
      5,217
      0
      0Los
      0
      0
      2
      390
      0
      0AmarillosTOTAL
      46
      17,867
      90
      19,254
      14
      2,987 / 2,920


Almost all of the holes were collared at a dips ranging between
  of 50° and 75° and at an azimuth of 270°. Only one
  hole was drilled to the north, and a few holes were drilled at various dips
  oriented towards the east. Drill hole lengths ranged between 30 and 759 m, but
  in general averaged around 250 to 350 m. The drilling orientation was chosen
  presumably since is perpendicular to the trend of the main faults that cross
  the system, which were designated as one of the major controls on mineralization.
  From the surface mapping it is clear that there is also a strong component of
  mineralized veining in the stockwork fractured zones that trends east-west or
  west-north west and these orientations would not have been properly tested during
  the drill program. Several important east trending late andesitic dikes also
  intrude in this westerly direction, however modeling of these dikes at depth
  to properly account for dilution of the mineral resources has proved to be difficult
  due to the lack of north or south oriented drill holes.

All of the core holes and mixed RC/core holes were drilled at
  the Relincho Porphyry and constitute approximately half of the amount of drilling
  in this zone. Holes were collared using HX diameter core, which was reduced
  to NX at depths ranging between approximately 43 and 215 m, and some were further
  reduced to BQ or BX at depths ranging between approximately 450 to 550 m.

Fourteen of the holes were collared using RC drilling, and then
  once mineralization was intersected, at depths ranging between 120 m and 300
  m, the drilling method was switched to core drilling. All of the RC holes were
  5 1⁄4 diameter holes.

Drill holes at the Relincho Porphyry were collared on fifteen,
  50 m spaced east-west sections, between 6,844,600 N and 6,845,300 N. Hole spacing
  along each section is variable, but in general ranges between approximately
  20 and 200 m. The majority of the holes were drilled on eight of these sections
  between 6,844,650 N and 6,845,100 N, where drill spacing ranges between approximately
  20 m and 75 m, and where the majority of the mineral resource has been outlined
  (see Mineral Resource and Mineral Reserve Estimates below). A few
  isolated holes were drilled outside of the main grid. Outokumpu presented the
  drill hole data and interpreted the geology on the fifteen cross-sections.

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Drill holes at the Las Guias Porphyry were collared on five 100
  m spaced, east-west sections. All holes were oriented at approximately 270°
  at dips ranging between -65° and -75°. Hole spacing along each section
  was wide spaced, ranging between approximately 120 and 250 m. Two of the sections
  only have one drill hole.

Drill holes at the Marja Porphyry were collared on seven 50 to100
  m spaced, east-west oriented sections. Almost all of the holes were oriented
  at approximately 270° at dips ranging between -50° and -73°.
  Drill hole spacing along each section was wide spaced, ranging between approximately
  50 and 300 m. Two of the sections only have one drill hole.

Only two east oriented RC holes, which are spaced approximately
  400 m apart were drilled at the Los Amarillos Porphyry.

Geotechnical summaries report that recovery was recorded for
  only 53 of the holes drilled on the Relincho Property, corresponding with the
  majority of the core holes drilled at the Relincho Porphyry. No recovery was
  recorded for the RC drill holes. In general, the average recovery for each hole
  was good, ranging between 90 and 99%. Within each hole there were local small
  intervals with poor recovery, averaging between approximately 50% to 70%, generally
  corresponding with zones of faulting and/or fracturing or near surface oxidized
  rock. All core was logged and sampled on site, and then stored on aluminium
  boxes in covered aluminium core racks, which are still in excellent shape. The
  RC rejects for the low grade intervals are stored in plastic bags in a covered
  storage area on the Relincho Property. The higher grade intervals were removed
  from the site and a small (approximately 1,000 g) portion has been transferred
  to a plastic jar and is stored at the facility in Vallenar.

Sampling and Analysis

Introduction

Three main sampling programs were completed during the five years
  that the Property was explored by Outokumpu. These sampling programs included
  drill core samples, RC sampling and surface channel chip samples. Documentation
  of these methods, including the logging and sampling procedures, are in most
  cases incomplete, however based on the data provided to AMEC these sampling
  programs are described in various levels of detail below.

Core Logging and Sampling Procedures

There is little documentation of procedures used during the Outokumpu
  core drilling program (46 core holes, plus 14 mixed RC/core holes) except for
  the documentation in the summary style reports and the drill hole logs which
  were made available to AMEC. As stated under Drilling above, core
  diameter and recovery information was available for most of the core holes.

In general, the hard copy drill hole logs are very generalized
  and are lacking in detail, given the complex nature of the geology in the Relincho
  Porphyry. The geological logging included ore type, lithology, alteration, grade
  of alteration, type of mineralization, and visually estimated bornite volume
  percent. Each drill hole has the following data in digital format: collar details,
  survey details, sample number, from, to, length, ore type code, ore type number,
  lithology code (alphabetical and numeric), mineralization code, bornite volume
  %, total Cu (%), soluble Cu (%; only 100 samples out of the entire drill hole
  database), Mo (ppm), structural code, and RQD.

In addition, geotechnical logging was completed for each core
  hole. The data collected was based on a core logging program developed by Piteau
  Associates and included the following information: RQD, hardness, joint frequency,
  joint condition, degree of breakage, alteration degree (amount of clay minerals),
  and percentage of crushed material.

There is no information relating to protocols used for core handling.

A total of 18,986 samples were collected (cut by a diamond saw)
  from the 60 core holes drilled at the Relincho Porphyry. Samples were collected
  over the entire length of the each core hole across mostly one metre sample
  lengths (97% of the samples). The remaining 3% of the core samples range from
  0.05 m to 0.95 m or 1.10 to 5.0 m in length. All of the drill hole data is in
  a digital format.

Most of the core was photographed and the photos are appended
  to the hard copy drill logs. There is no mention whether the geologist who was
  logging the core marked a grease pencil line as a guide for the core cutter
  to follow. Cutting guidelines should be placed on the core by an experienced
  geologist and drawn so that they are perpendicular to the mineralization or
  lithologic foliation, so sampling bias is not introduced. Based on the results
  of AMECs re-

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sampling program (see Data Verification below) it
  is possible that a bias may have been introduced for the higher grade samples
  (>1.25% copper). Samples above this grade likely have a higher percentage
  of coarse bornite and chalcopyrite mineralization and it is possible that the
  cutter placed the better side of the core into the sample bag.

AMEC is not aware if any systematic blanks, standards, or duplicates
  were inserted into the sample sequence as part of a QA/QC program, however Outokumpu
  did complete a program of pulp duplicate sampling.

Samples were collected by Outokumpu for bulk density testing
  from most of the core holes. In total 3,392 samples were collected.

RC Logging and Sampling Procedures

There is little documentation of procedures used during the Outokumpu
  RC drilling program (90 RC holes, plus 14 mixed RC/core holes) except for the
  documentation in the summary style reports and the drill hole logs which were
  made available to AMEC. As stated under Drilling above, core diameter
  was 5 1⁄4 and no recoveries were measured for any of the holes.

In general, the hard copy drill hole logs were generalized, but
  provide sufficient information given the RC nature of drilling. The RC drill
  logs include the same information as on the core logs. Each drill hole has the
  following data in digital format: collar details, survey details, sample number,
  from, to, length, ore type code, ore type number, lithology code (alphabetical
  and numeric), mineralization code, bornite volume %, total Cu (%), soluble Cu
  (%; only 100 samples out of the entire drill hole database), Mo (ppm), and a
  structural code.

There is no information relating to protocols used for the splitting
  of the sample at the drill rig, or general drilling conditions, including water
  levels intersected in the holes.

A total of approximately 22,599 samples were collected from the
  90 RC holes (plus 14 mixed RC/core holes) drilled on the Relincho Property.
  This includes 15,055 samples from Relincho Porphyry; 1,946 from Las Guias Porphyry;
  5,208 from Marja Porphyry; and 390 from Los Amarillos Porphyry. Samples were
  collected over the entire length of the each RC hole across mostly one metre
  sample lengths. Only a handful of samples in the entire database were from other
  lengths. All of the drill hole data is in a digital format.

AMEC is not aware if any systematic blanks, standards, or duplicates
  were inserted into the sample sequence as part of a QA/QC program, however Outokumpu
  did complete a program of pulp duplicate sampling.

Surface Sampling

A total of 6,692 surface channel chip samples were collected
  over the Relincho-Soledad Porphyry System. The samples were collected across
  widths ranging between 2 to 5 metres. The digital database forwarded to AMEC
  provides the x and y coordinate of the start of each sample interval. The database
  does not include a sample length or z coordinate. The format of the data is
  suitable for import to resource estimation software as horizontal drill
  holes or sample strings. Original hard copy maps were forwarded to AMEC
  which document this information.

No data was forwarded to AMEC, which summarizes the sample collection
  protocols.

AMEC is not aware of any systematic blanks, standards, or duplicates
  that were inserted into the sample sequence as part of a QA/QC program for the
  surface samples.

AMEC does not consider that the surface samples have the same
  support as the drill core and RC samples due to the lack of information on the
  sample size, sampling methods and material being collected. The database for
  the current mineral resource estimate does not include data from the surface
  sampling program.

Sample Analyses

According to the Outokumpu Conceptual Study, samples from the
  drilling programs and surface sampling programs were sent to ACME Analytical
  Laboratories (Chile) Limitada in Santiago, Alfred H. Knight Limitada in Antofagasta,
  Chile, Bondar-Clegg Chile Limitada in Coquimbo or Geoanalitica in Coquimbo.
  Based on the data reviewed by AMEC, it appears that the majority of the drill
  hole samples were forwarded to either Alfred H. Knight or Geoanalitica.

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Sample preparation and analytical protocols were only available
  for the latter laboratory, however Outokumpu stated in the 1997 Conceptual Study
  that all of the other labs used the following protocols:

- Weighing: 2 grams
- Attack: HNO3 = 5 cc; HCl = 15 cc, HclO4 = 5 cc.
- Leaching with 5% HCl, slow warming until complete dissolution of salts
- Cooling, transfer to 100 cc volume, adding 1 cc of 10% Na2SO4
- Reading of Cu and Mo by AAS method

No documents were provided to AMEC which show the details for
  sample preparation protocols from each lab or their internal quality control
  protocols or data.

The majority of the original laboratory rejects and pulps were
  returned to Outokumpu at the conclusion of the analyses and are currently stored
  in the Andes Pacific house in Vallenar.

Security of Samples

Very little documentation was provided in the reports reviewed
  by AMEC that documents the sample preparation and analytical protocols used
  by the various laboratories that Outokumpu used during their exploration program.
  In addition, no reference is made as to sample security during transportation
  or what (if any) procedures were in place to ensure a chain of custody.
  In addition there is also no mention of any security measures that were in place
  for core and sample storage. It appears that all of the sampling was carried
  out by company employees. However, there is no mention of this in the available
  documents.

Mineral Resource and Mineral Reserve Estimates

AMEC was retained to complete a mineral resource estimate on
  the Relincho Porphyry Deposit. The estimate was made from 3-dimensional block
  models utilizing commercial mine planning software (Gemcom®). Denis Boivin,
  P.Geo was the Qualified Person responsible for the preparation of the resource
  estimate. AMEC also undertook a program of data verification by resampling a
  portion of the existing core, RC rejects, pulps, and lab rejects.

The estimate was completed using a block model with 10 m x 10
  m x 10 m blocks and 10 m bench composites. Grade interpolation was done by Ordinary
  Kriging and was compared with two other methods, inverse distance squared and
  nearest neighbour. In addition, the Gemcom generated resource estimates were
  compared against an estimate prepared in Medsystem using inverse distance squared
  interpolation. The resource estimate is presented as % Total Cu, since the previous
  sampling campaigns included very few assays for soluble copper. AMEC has recommended
  that a program of re-sampling of the drill hole sample pulps be completed to
  determine the amount of soluble copper in the oxide portion of the deposit.

The total (oxide plus sulphide) mineralization of the Relincho
  Porphyry as of November 27, 2003, is classified as Measured, Indicated and Inferred
  Mineral Resources, consistent with the CIM definitions referred to in National
  Instrument 43-101. The Measured plus Indicated Mineral Resources are 184.24
  Mt tonnes grading 0.59% Cu and 235 ppm Mo, at a 0.40% Cu cut-off. An additional
  101.39 Mt grading 0.51% Cu and 165 ppm Mo is reported as an Inferred Mineral
  Resource at a 0.40% Cu cut-off. The classified mineral resources at various
  copper cut-off grades are shown in the following tables.

Relincho Porphyry Deposit  Ordinary Kriged Block Model:
  Total Measured Plus Indicated Mineral Resources
  (as of 27 November, 2003), estimated by D. Boivin, P.Geo

Cut-off (% Cu)
      Tonnage Mt
      Total Cu (%)
      Grade Mo (ppm)0.2
      317.07
      0.47
      2070.3
      253.16
      0.52
      2220.4
      184.24
      0.59
      2350.5
      123.93
      0.65
      2480.6
      73.85
      0.72
      2650.7
      37.95
      0.80
      2870.8
      15.10
      0.88
      3080.9
      4.28
      0.97
      380


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Relincho Porphyry Deposit  Ordinary Kriged Block Model:
  Total Inferred Mineral Resources
  (as of 27 November, 2003), estimated by D. Boivin, P.Geo

Cut-off
      Tonnage
      Total Cu(%)
      Mo (ppm)0.2
      264.26
      0.38
      1500.3
      177.45
      0.44
      1560.4
      101.39
      0.51
      1650.5
      44.20
      0.58
      1900.6
      13.84
      0.67
      2390.7
      3.44
      0.77
      2980.8
      0.67
      0.94
      2410.9
      0.27
      1.09
      128


Exploration and Development

Early stage, in-house metallurgical and flotation testwork was
  completed on samples from the Relincho Deposit by Outokumpu in 1995. The results
  of the testwork determined that based on the sample mineralogy, the main zones
  of copper mineralization respond reasonably to conventional flotation methods.
  A clean, high grade copper concentrate and good copper recoveries should be
  achievable, ranking Relincho well in comparison to existing copper porphyry
  concentrate operations. Molybdenum recoveries were not so high and Cu-Mo flotation
  separation was not successful at achieving a saleable Mo concentrate. Further
  metallurgical testwork is recommended to improve the Mo recoveries.

Other principal porphyry target areas on the Relincho Property,
  some of which have seen previous drilling (Las Guias and Marja), were reviewed
  but were not considered as part of the resource estimate. Drilling data is considered
  to be either too widespread or without sufficient support. Data validation,
  including twin drilling is required before a mineral resource estimate can be
  initiated for the other areas.

AMECs review of the Relincho Property indicates that the
  Cu-Mo mineralization at the Relincho Porphyry remains open at depth and to the
  north and south although copper grades appear to be dropping in these directions.
  Hypogene copper mineralization intersected at the Las Guias and Marja Porphyries
  is lower in grade than at the Relincho Porphyry, however it remains open in
  most directions. Results of early stage mapping, sampling and drilling at the
  Los Amarillos Porphyry combine to make this area a prospective exploration target
  with the potential for supergene enriched copper mineralization.

The copper oxide potential on the property has only been tested
  on a preliminary basis, but remains an attractive exploration target. Although
  the depth of the oxides generally does not exceed 70 metres, there appears to
  be an extensive capping of leached/oxidized copper mineralization that covers
  a significant portion of the 5 km long Relincho-Soledad Porphyry System.

Three main types of copper mineralization are exploration targets
  on the Relincho Property, which are as follows:

- Extensions to the known hypogene mineralization at the Relincho, Marja,
    and Las Guias Porphyries.
- Oxide copper mineralization within the entire 5 km long Relincho-Soledad
    Porphyry System.
- Supergene porphyry copper enrichment zones beneath the leached stockwork
    zone at Los Amarillos.

The Relincho Property is without known ore reserves and any exploration
  undertaken by Global in the future will be exploratory in nature.

VIZCACHITAS PROPERTY, CHILE

Acquisition of the Property

By way of the Arrangement, Global acquired a 100% of the 51%
  interest of General Minerals Corporation (GMC), of Vancouver, BC,
  in the Vizcachitas Property and a 100% indirect interest in additional exploration
  concessions that surround and are peripheral to the porphyry copper system.
  Pursuant to the GMC Agreement Global acquired all of the issued and outstanding
  shares of Vizcachitas Ltd. and the transfer of one share of Compania Minera
  Vizcachitas Holdings held in trust by GM Campana Ltd. GMCs interest in
  the Vizcachitas Property is held through GMCs subsidiary, Compania Minera
  Vizcachitas Holdings, a Chilean corporation which, in turn, is owned by Vizcachitas
  Ltd.

K-11

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and GM Campana Ltd., both Bahamian corporations which, in turn,
  are owned by GMC.

Description and Location of the Vizcachitas Property

The Vizcachitas Property consists of eight exploitation concessions
  totalling 259 hectares and 19 exploration concessions totalling 5,000 hectares,
  located approximately 115 km. north-northeast of Santiago in central Chile in
  the Region V. The concessions are more particularly described as follows:

EXPLOITATION CONCESSIONSName of Concession
      Hectares
      Roll Number
      Expiry DateSan José 1/3000 (14)*
      70
      05504-0138-K
      IndefiniteTigre Dos 1/20 (2)
      10
      05604-0285-6
      IndefiniteTigre Cuatro 1/20 (2)
      10
      05604-0286-4
      IndefiniteTigre Cinco 1/60 (21)
      99
      05604-0287-2
      IndefiniteLeón II 1/30 (2)
      20
      05604-0289-9
      IndefiniteLeón III 1/30 (2)
      20
      05604-0290-2
      IndefiniteLeón IV 1/30 (2)
      20
      05604-0291-0
      IndefiniteLeón V 1/30/(1)
      10
      05604-0292-9
      IndefiniteTotal Exploitation Hectares:
      259


|* | The San José Concession is held by SLM San Jose
        Uno De Lo Vicuña. C.M. Vizcachitas Holdings owns 51% of SLM San José
        Uno De Lo Vicuña. The 51% is subject to a 2% NSR royalty for surface
        mining and a 1% NSR royalty for underground mining. For greater clarification,
        this means there is a 1.02% surface and 0.51% underground NSR royalty
        on production from the San José Concession. This royalty can be purchased
        for US$1,020,000.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXPLORATION CONCESSIONSName of Concession
      Hectares
      Roll Number
      Expiry DateLoma Uno**
      300
      05504-0481-6
      25 May 2005Loma Dos**
      300
      05604-0482-4
      25 May 2005Loma Tres**
      100
      05604-0483-2
      25 May 2005Loma Cuatro**
      300
      05604-0512-K
      Pending In HandLoma Cinco
      300
      05604-0513-8
      Pending In HandLoma Seis
      300
      05604-0514-6
      Pending In HandLoma Siete
      300
      05604-0515-4
      Pending In HandLoma Ocho
      300
      05604-0516-2
      Pending In HandLoma Nueve
      300
      05604-0517-0
      Pending In HandLoma Diez
      300
      05604-0518-9
      Pending In HandLoma Once
      300
      05604-0519-7
      Pending In HandLoma Doce
      200
      05604-0520-0
      Pending In HandLoma Trece
      300
      05604-0521-9
      Pending In HandLoma Catorce
      300
      05604-0522-7
      Pending In HandLoma Quince
      300
      05604-0523-5
      Pending In HandLoma Dieciseis**
      100
      05604-0524-3
      Pending In HandLoma Diecisiete
      300
      05604-0525-1
      Pending In HandLoma Dieciocho
      300
      05604-0526-K
      Pending In HandLoma Diecinueve
      100
      05604-0527-8
      Pending In HandTotal Exploration Hectares:
      5,000


** These five exploration concessions overlap the 189 hectare
  Tigre and León Exploitation Concessions.

Property Information

The Vizcachitas Property, which is located 80 km northeast of
  Santiago, Chile, hosts an Andean type porphyry copper deposit that contains
  a very large quantity of supergene and hypogene copper mineralization.

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Previous work by GMC has included 18,300 metres of diamond drilling
  in 67 holes, geotechnical analyses, preliminary metallurgical testing, preliminary
  mine layout and open pit design, tailings studies and environmental base line
  studies. In 1998 a positive pre-feasibility study was completed by Kilborn International
  for GMC.

The Vizcachitas Property, is without known ore reserves and any
  exploration undertaken by Global in the future will be exploratory in nature.

TACA TACA PROPERTY, ARGENTINA

Acquisition of the Taca Taca Property

By way of the Arrangement, Global acquired all of the issued
  and outstanding shares in the capital of Corriente Argentina Inc. (Corriente
  Argentina). Corriente Argentina is the owner of all of the issued and
  outstanding shares in the capital of Corriente Argentina S.A.

Corriente Argentina S.A. is the owner of the Taca Taca Property,
  which consists of 13 mining concessions (2,546 hectares) located in Salta Province,
  in northwestern Argentina. The Taca Taca Property is subject to a royalty of
  1.5% of NSR in favour of eight individuals.

Description and Location of the Taca Taca Property

The Taca Taca Property is located in the Puna (altiplano) region
  of northwest Argentina. It is approximately 230 km due west of the city of Salta
  and 55 km east of the Chilean border. The Taca Taca Property is immediately
  west of (and partially covered by) the Salar de Arizaro, the largest dry salt
  lake in Argentina.

The Taca Taca Property consists of the following contiguous mining
  concessions:

Claim
      File Number
      HectaresCarla 
        Paula 
        Tacalto 6 
        Tacalto 8 
        Taca-Taca 1 
        Taca-Taca 2 
        Taca-Taca 3 
        Taca-Taca 4 
        Taca-Taca 5 
        Taca-Taca 6 
        Taca-Taca 7 
        Taca-Taca 8 
        Punilla V
      14.460 
        14.461 
        15.727 
        15.834 
        7.578 
        7.579 
        7.580 
        7.581 
        7.582 
        7.583 
        7.584 
        15.948 
        15.478
      400 
        599 
        395 
        400 
        49 
        54 
        54 
        54 
        54 
        54 
        54 
        98 
        281


It cannot be confirmed whether the claims were legally surveyed
  but it is understood that this must have been completed as part of the process
  of converting the exploration concessions to mining concessions.

Annual renewal of the mining concessions is made by payment of
  holding fees.

Property Information

The following description is taken from a report on the Taca
  Taca Property dated May 27, 2003 prepared by Steven Blower, P.Geo. AMEC (Peru)
  S.A (AMEC).

The Taca Taca Property, consisting of 13 mining concessions (2546
  Hectares), is located in the Puna (altiplano) region of northwest Argentina,
  in western Salta province. It is approximately 230 km due west of the city of
  Salta and 55 km east of the Chilean border. The Taca Taca Property contains
  a large Andean type porphyry copper hydrothermal system that has
  generated a significant amount of supergene and hypogene copper, molybdenum
  and gold mineralization. The supergene zone is typically 20 m to 60 m thick
  and consists of chalcocite and covellite coatings on hypogene chalcopyrite and
  pyrite. Copper mineralisation was first recognized on the Taca Taca Property
  in the 1960s.

K-13

---

Subsequently the property has undergone a number of exploration
  campaigns by the following companies: Falconbridge, Gencor, BHP Minerals, Corriente
  and Río Tinto. A total of 24,033 metres of reverse circulation and diamond
  drilling in 156 holes have been completed on the property.

The exploration completed to date has identified the following
  for an Inferred Mineral Resource, as defined by National Instrument 43-101:

Class
      Cut-off %Cu
      Tonnage Above Cut-off Million Tonnes
      Grade Cu (%)
      Grade Au (g/t)Inferred
      0.4
      106
      0.66
      0.13


The Taca Taca Property is without known ore reserves and any
  exploration undertaken by the Company in the future will be exploratory in nature

SAN JORGE PROPERTY, ARGENTINA

Acquisition of the San Jorge Property

Global owns a 100% interest in the San Jorge Property in Argentina.

Description and Location of the San Jorge Property

The San Jorge Property is located in west-central Argentina in
  the Las Heras Department of the Province of Mendoza. The property is approximately
  45 km northwest of the town of Uspallata, 110 km northwest of the provincial
  city of Mendoza and 250 km northeast of Santiago, Chile. The property occupies
  part of the Yalguaraz Ranch, which covers approximately 115,000 hectares.

The San Jorge Property consists of two mining concessions and
  44 Mining Estacas, covering a total of 444.6 hectares, in two groups which are
  four km apart. The concessions and estacas are more particularly described as
  follows:

Type
      Name
      Hectares
      Dossier NumberMining Concession
      San Jorge
      30.2
      789-M-1959San Jorge Segunda
      55.4
      9-M-1962Sub-total:
      
      85.7Mining Estacas
      Sonia
      8.3
      300-G-92Mario
      8.2
      302-D-92Ricardo
      8.2
      303-A-92Daniel
      8.3
      224-A-92Liliana
      8.3
      910-B-95Rogelio
      8.3
      230-F-92Ernesto
      8.2
      911-G-95Ana Maria
      8.2
      908-N-95Alicia
      8.3
      905-Z-95Victor
      8.3
      909-R-95Varadero
      8.2
      907-M-95Emilia
      8.2
      906-M-95Amalia
      4.1
      301-L-92Alejandro
      8.3
      320-G-93Georgiina
      8.2
      324-A-93Roque
      8.2
      326-P-93Maria Rosa
      8.3
      323-O-93Porladu I
      8.2
      228-R-93Maria Cristina
      8.3
      227-E-93Eloisa
      8.2
      325-P-93Pedro
      8.2
      322-T-93Horacio I
      8.2
      226-P-92Carlos
      8.2
      327-M-93


K-14

---

Type
      Name
      Hectares
      Dossier NumberGladys
      8.3
      321-T-93Mariano
      8.2
      253-C-93Viviana
      8.3
      328-G-93Celina
      8.3
      319-F-93Facundo
      8.3
      251-A-93Alberto
      8.2
      318-Y-93José
      8.2
      317-E-93Pablo
      8.3
      254-C-93Martin
      8.2
      315-F-93Leonardo
      8.3
      316-T-93Virgilio
      8.3
      256-G-93Raquel
      8.3
      314-G-93Gustavo I
      8.3
      255-D-93Silvia
      8.2
      249-A-93Pascuala
      8.3
      313-M-93Roberto
      8.2
      307-A-93Luis
      8.3
      310-F-93Gastón
      8.2
      308-J-93Rosa
      8.2
      309-S-93Hugo
      8.3
      311-P-93Gustavo II
      8.2
      312-A-93Sub-total:
      
      358.9Total:
      
      444.6


Property Information

Copper mineralization was first recognized on the San Jorge Property
  in the early 1960s. From the 1960s to 1998 the property has been explored by
  four exploration companies, namely Minera Aguilar S.A., Exploraciones Falconbridge
  Argentina S.A., Recursos Americanos Argentinos S.A. and Gruponer Concagua S.A

A total of 117 drillholes totalling over 20,000 metres have been
  drilled on the property between 1964 and 1996 including 11,831 metres of diamond
  drilling in 57 drillholes and 8,371 m of reverse circulation drilling in 60
  drillholes. Mineralization is hosted by both Carboniferous sediments and Permo-Triassic
  granitic and dacitic, porphyritic intrusives. Both low and high-grade hypogene
  copper mineralization is dominated by chalcopyrite. Superimposed on the hypogene
  mineralization is a supergene enriched zone, which comprises chalcocite, digenite
  and covellite, an oxide zone dominated by malachite and chrysocolla, and a poorly
  developed leached cap.

The following table summarizes the portion of the historical
  estimate considered to be a Measured and Indicated Mineral Resource as defined
  by National Instrument 43-101:

Class
      Cut-off (%Cu)
      Tonnage Above
        Cut-off Million Tonnes
      Copper %
      Au g/tMeasured and Indicated
      0.3%
      255
      0.44
      0.2


The following table summarizes the portion of the historical
  estimate considered to be a Measured and Indicated Mineral Resource as defined
  by National Instrument 43-101:

Class
      Cut-off (%Cu)
      Tonnage Above Cut-off Million Tonnes
      Copper %
      Au g/tInferred
      .3%
      29
      0.37
      0.15


The San Jorge Property, is without known ore reserves and any
  exploration undertaken by Global in the future will be exploratory in nature.

The San Jose claims at the San Jorge Property are currently the
  subject of ongoing litigation. Global does not consider the claims in dispute
  to be material to the development of the San Jorge Property but an unfavourable
  ruling could limit

K-15

---

the expansion of the known mineral resource. Global believes
  it will be successful in defending the litigation however it cannot guarantee
  the results of the case.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Attached as Schedule A to the Management Proxy Circular
  is a summary of historical financial data for Regalito for the years ended December
  31, 2004 and 2003 derived from the financial statements of Regalito at each
  of those dates. As well, at Schedule A to the Management Proxy Circular
  is the unaudited pro-forma consolidated balance sheet for Global as at December
  31, 2004. The unaudited pro forma consolidated balance sheet was prepared as
  if the Arrangement had occurred on December 31, 2004.

MARKET FOR SECURITIES

Subsequent to the applications for the listing and posting on
  the TSX by Global and Global of their respective common shares Global will apply
  for the listing and posting on the TSX of Globals Common Shares. The listing
  of the Global Common Shares on the TSX will be subject to Global meeting the
  TSXs original listing requirements. If Global is not able to meet the
  original listing requirements of the TSX then Global will seek to list the Global
  Common Shares on the TSX-V. Conditional listing approval has not yet been obtained
  and there can be no assurance that the Global Common Shares will be listed on
  the TSX or any other stock exchange. While Global intends to continue to seek
  a listing for the Global Common Shares if such shares are not listed on the
  TSX, delays in obtaining, or the inability to obtain such listings will not
  be a condition of the parties to the completion of the Plan of Arrangement.
  There can be no assurance that the necessary discretionary orders or exemptions
  will be granted by the applicable regulatory authorities or that the Global
  Common Shares will be listed on any stock exchange.

DIRECTORS AND OFFICERS

The following table sets forth certain information about those
  persons who will be directors and officers of Global following completion of
  the Arrangement:

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Global Common Shares held on completion of the Arrangement1
      Percentage of Global Common Shares held on completion of Arrangement2ROSS BEATY3,4
        Vancouver, BC Proposed CEO and Director
      Geologist. Chairman
          of the Board and CEO of Pan American Silver Corp.
      5,387,501(5)
      26.05ANTHONY 
        FLOYD2,3,4
        Vancouver, BC Proposed Director
      Geologist. President
          of Inca Pacific Resources Inc. since April 1994
      300,000
      1.50ROBERT PIROOZ,3,4
        Vancouver, BC Proposed Secretary and Director
      Lawyer. Vice-President,
          Secretary and an insider Director of Regalito since May 23, 2003; General
          Counsel, Vice-President and Secretary of Pan American Silver Corp.,
          from April 1998 to October 2000 and since January 1, 2003; General Counsel
          and Vice President of the BCR Group of Companies, from October 2000
          to December 2002
      268,100
      1.36AZIZ SHARIFF2,3,4
        Dubai, UAE Proposed Director
      Independent Investor
          and Institutional Fundraiser. President of Trimark Trading, of Dubai,
          UAE; CEO, President, Director and Promoter of Regalito, from March 2000
          to May 2003 and director of Regaltio since May 2003
      552,533
      2.67


K-16

---

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Global Common Shares held on completion of the Arrangement1
      Percentage of Global Common Shares held on completion of Arrangement2SANDRA LIM 
        Vancouver, BC Proposed CFO
      Certified General
          Accountant. An associate with the firm of Smythe Ratcliffe, Chartered
          Accountants, in Vancouver, BC since November 1988; Chief Financial Officer
          of Regalito since June 9, 2004
      Nil
      Nil


|1. | Global Common Shares beneficially owned, directly or
        indirectly, or over which control or direction is exercised, as at the
        date hereof, based upon information furnished by Regalito and by the individual
        directors and officers.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | To be a member of the Audit Committee.                                                                                                                                                                                                                     
|3. | To be a member of the Compensation Committee.                                                                                                                                                                                                              
|4. | To be a member of the Nominating and Governance Committee.                                                                                                                                                                                                 
|5. | 1,812,500 of these shares are held by Kestrel Holdings
        Ltd., a private company owned by Mr. Beaty.                                                                                                                                                 

DESCRIPTION OF SHARE CAPITAL

Following the Arrangement, Global will be authorized to issue
  an unlimited number of common shares. The holders of Global Common Shares will
  be entitled to receive notice of, and to one vote per share at, every meeting
  of shareholders of Global, to receive such dividends as the board of directors
  declares, and to share equally in the assets of Global remaining upon the liquidation
  of Global after the creditors of Global have been satisfied.

RISK FACTORS

The risk factors contained in Schedule M to the Management
  Proxy Circular should be considered carefully. These risk factors could materially
  and adversely affect Globals future operating results and could cause
  actual events to differ materially from those described in forward-looking statements
  relating to Global.

STOCK OPTION PLAN

The directors of Global approved the adoption of a stock option
  plan (the Global Plan), subject to shareholder and regulatory approval.
  The directors are of the view that it is in the best interests of Global to
  implement the Global Plan, which will enable the directors to grant options
  to directors, officers, employees and other service providers as a means of
  rewarding positive performance and providing incentive to effectively manage
  the affairs of Global.

In addition, the directors of Global wish to seek disinterested
  shareholder approval (such that no insider or proposed insider (or their
  associates) will be entitled to vote on such resolutions) to include a provision
  for the issuance of up to an aggregate of 200,000 shares of Global (the Global
  Bonus Shares) in each calendar year to those directors, officers, employees
  and consultants who are deemed to have provided extraordinary contributions
  to the advancement of Global. Any such issuance would be based on performance
  reviews.

The Global Plan is in all material aspects identical to the Lumina
  New Plan. The following information is intended as a brief description of the
  Global Plan and is qualified in its entirety by the full text of the Global
  Plan which is available for review by any Shareholder up until the day preceding
  the Meeting at Globals office at Suite 1550 - 625 Howe Street, Vancouver,
  British Columbia:

|(a) | all options will be non-assignable and non-transferable.                                                                                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                          
|(b) | a maximum of 10% of the issued shares of Global, from
        time to time inclusive of the Bonus Shares, may be reserved for issuance
        pursuant to the exercise of options.                                                                                                      
|    |                                                                                                                                                                                                                                                                                          
|(c) | the exercise price of any options granted under the
        Global Plan will be determined by the board of directors, in its sole
        discretion, but shall not be less than the weighted average market price
        of the 5 trading days prior to the date the option is granted.

K-17

---

|(d) | the number of shares which may be reserved
        for issuance pursuant to options granted to Insiders under the Global
        Plan, together with all of Globals other previously established
        or proposed share compensation arrangements, in aggregate, shall not at
        any time exceed 10% of the total number of issued and outstanding common
        shares in the capital of Global on a non-diluted basis. The number of
        option shares and Bonus Shares which may be issuable under the Global
        Plan, together with all of Globals other previously established
        or proposed share compensation arrangements, within a one-year period:                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e) | subject to prior shareholder approval, the
        Global Plan limits the number of options granted together with the number
        of Bonus Shares issued to any one individual during a one year period
        to 5% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f) | the Global Plan limits the number of options
        granted together with the number of Bonus Shares issued to a consultant
        or an employee performing investor relations activities during a one year
        period to 2% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) | the Global Plan limits the exercise period
        of any option grant to 10 years from the date of grant, or such lesser
        period as determined by the directors of Global.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(h) | upon expiry of an option, or in the event
        an option is otherwise terminated for any reason, without having been
        exercised in full, the number of shares in respect of the expired or terminated
        option will again be available for the purposes of the Global Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | if the option holder ceases to be a director
        of Global or ceases to be employed by Global (other then by reason of
        death), as the case may be, then the option granted will expire on no
        later than the 30th day following the date that the option holder ceases
        to be a director or ceases to be employed by Global, subject to the terms
        and conditions set out in the Global Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(j) | disinterested shareholder approval must be
        obtained for (i) any reduction in the exercise price of an outstanding
        option, if the option holder is an insider; and (ii) any grant of options
        to any one individual, within a 12 month period, exceeding 5% of Globals
        issued shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(k) | for stock options granted to employees, consultants
        or management company employees, Global represents that the proposed optionee
        is a bona fide employee, consultant or management company employee, as
        the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(l) | options will be reclassified in the event
        of any consolidation, subdivision, conversion or exchange of Globals
        common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(m) | the Board of Directors may make certain amendments
        to the Global Plan or any option without shareholder approval. The directors
        have the authority to make changes such as: amendments of a housekeeping
        nature; a change to the vesting provisions of an option or the Global
        Plan; a change to the termination provisions of an option or the Global
        Plan which does not entail an extension beyond the original expiry date;
        and the addition of a cashless exercise feature, payable in cash or securities,
        which provides for a full deduction of the number of underlying options
        from the Global Plan reserve. Amendments which reduce the exercise price
        or extend the term of an option held by an insider or which increase the
        fixed maximum percentage of common shares issueable under the Global Plan
        will require shareholder approval. Any amendment to the Global Plan is
        also subject to the acceptance of the TSX.

The Global Plan will be administered by Globals secretary
  or such other senior officer or employee as may be designated by the board of
  directors from time to time. Upon the approval of the Global Plan by the Shareholders,
  shareholder approval will not be required or sought on a case-by-case basis
  for the purpose of the granting of options to and the exercise of options by
  employees of Global or its affiliates regularly employed on a full-time or part-time
  basis, directors of Global and persons who perform services for Global on an
  ongoing basis or who have provided, or are expected to provide, services of
  value to Global.

K-18

---

At the Meeting, conditional upon approval of the Arrangement,
  Shareholders will be asked to consider, and if thought fit to approve a resolution
  approving the Global Plan, the full text of which resolution is included in
  Schedule E hereto under the heading Global Plan Resolution.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Globals auditors are Grant Thornton LLP, Chartered Accountants,
  of Suite 2800  1055 West Georgia Street, Vancouver, British Columbia,
  V6E 4N3.

The registrar and transfer agent for Global is Pacific Corporate
  Trust Company, 10th floor, 625 Howe Street, Vancouver, British Columbia, V6C
  3B8.

K-19

---

SCHEDULE L 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

INFORMATION CONCERNING LUMCO AFTER THE ARRANGEMENT

---

SCHEDULE L

INFORMATION CONCERNING LUMCO AFTER THE ARRANGEMENT

|                                            |                                                           | Page
|------------------------------------------- | --------------------------------------------------------- | ----
|NOTICE TO READER                            | L-1                                                      
|COMPANY PROFILE                             | L-1                                                      
|CORPORATE STRUCTURE                         | L-1                                                      
|DESCRIPTION OF BUSINESS                     | L-2                                                      
|HUSHAMU PROPERTY, BRITISH COLUMBIA          | L-2                                                      
|                                            | Acquisition of Property                                   | L-2 
|                                            | Property Description and Location                         | L-2 
|                                            | Access                                                    | L-4 
|                                            | Physiography, Climate, Local Resources and Infrastructure | L-4 
|                                            | History                                                   | L-4 
|                                            | Geology                                                   | L-4 
|                                            | Report on the Property                                    | L-4 
|OTHER LUMCO PROPERTIES                      | L-5                                                      
|                                            | Casino Property, Yukon Territory                          | L-5 
|                                            | Apple Bay Property, Vancouver Island                      | L-8 
|                                            | Redstone Property, Northwest Territories                  | L-9 
|SELECTED CONSOLIDATED FINANCIAL INFORMATION | L-9                                                      
|MARKET FOR SECURITIES                       | L-10                                                     
|DIRECTORS AND OFFICERS                      | L-10                                                     
|DESCRIPTION OF SHARE CAPITAL                | L-11                                                     
|RISK FACTORS                                | L-11                                                     
|STOCK OPTION PLAN                           | L-11                                                     
|AUDITORS, REGISTRAR AND TRANSFER AGENT      | L-12                                                     

NOTICE TO READER

The following is a summary of the business of Lumina Resources
  Corp. (Lumco or the Company) after the Arrangement and
  should be read together with the more detailed information and financial data
  and statements contained elsewhere in this schedule and in the Management Proxy
  Circular. Except where otherwise indicated herein, all of the disclosure in
  this schedule is made on the basis that the Arrangement has been completed as
  described in the Management Proxy Circular.

COMPANY PROFILE

Lumco was incorporated under the BCBCA on February 28, 2005 in
  order to take part in the Arrangement. Lumco has applied to be listed on the
  TSX. There are no assurances as to if, or when, Lumco will be listed on the
  TSX indicated above, if ever. In the event Lumco is unsuccessful in having its
  shares listed on the TSX it will apply to be listed on the TSX-V.

Pursuant to the Arrangement, Lumco will own certain of the assets
  previously owned by Regalito (formerly Lumina) which consisted of advanced stage
  copper exploration properties. See The Arrangement in the Management
  Proxy Circular.

Corporate Objective

The focus of Lumco will be the acquisition and development of
  advanced stage copper exploration properties and other exploration mineral properties
  in Canada. See Description of Business below for disclosure respecting
  Lumcos property interests.

CORPORATE STRUCTURE

Lumco was incorporated by registration of its Notice of Articles
  under the BCBCA on February 28, 2005.

L-1

---

Lumco obtained its interests in the Hushamu, Apple Bay, Casino
  and Redstone Properties by way of the Arrangement which saw Regalito transfer
  the Apple Bay Property and all of the issued and outstanding common shares of
  CRS to Lumco. CRS holds Regalitos interest in the Hushamu, Redstone and
  Casino Properties. Lumina will continue to hold voting control of CRS through
  the ownership of 100 voting, redeemable, non-participating Preferred Shares
  issued by CRS from its treasury until CRS has satisfied its existing obligations
  pursuant to a flow-through subscription agreement dated December 2, 2004 between
  Lumina and CRS. Both parties anticipate that these obligations will be satisfied
  on or before December 31, 2005 at which time the Preferred Shares will be redeemed
  by CRS for their redemption amount of 1.00 per Preferred Share.

The principal place of business of Lumco is located at Suite
  1550, 625 Howe Street, Vancouver, BC V6C 2T6. The following chart sets forth
  Lumcos corporate structure, assuming Lumco exercises the CRS Option:



DESCRIPTION OF BUSINESS

Lumcos business is the acquisition and development of advanced
  stage copper exploration properties and other exploration mineral properties
  in Canada. Lumco currently has interests in four properties in Canada. Its primary
  asset is the Hushamu Property on Vancouver Island, BC.

HUSHAMU PROPERTY, BRITISH COLUMBIA

Acquisition of Property

In August 2002 Luminas wholly owned subsidiary CRS acquired
  from iTech Capital Corp, of Vancouver, BC, 100% of the issued and outstanding
  shares of Moraga Resources Corp. (Moraga). Moraga owns the Hushamu
  Property. In addition to the $110,000 purchase price of the shares of Moraga,
  CRS agreed to pay the sum of $1.0 million 60 days after a decision is made to
  proceed with commercial development of the Hushamu Property. The Hushamu Property
  is subject to a NPI in the amount of 10% in favour of BHP Billiton Diamonds
  Inc. (BHP).

Property Description and Location

The Hushamu Property consists of 163 mineral claims (approximately
  15,000 hectares), located in the Nanaimo Mining Division about 25 kilometres
  west of Port Hardy and 360 kilometres northwest of Vancouver, on northern Vancouver
  Island, BC, more particularly described as follows:

Claim Name
      Tenure Number
      Expiry DateEXPO 1013 Fr. to EXPO 1015 Fr.
      229789 to 229791
      August 5, 2011CLESK 4
      230979
      August 5, 2011


L-2

---

Claim Name
      Tenure Number
      Expiry DateHEP #34
      231649
      August 5, 2011HEP #36 to HEP #39
      231651 to 231654
      August 5, 2011HEP #54 to HEP #59
      231667 to 231672
      August 5, 2011HEP #63 to HEP #64
      231674 to 231675
      August 5, 2011EXPO 189 to EXPO 192
      231932 to 231935
      August 5, 2011EXPO 197 to EXPO 200
      231940 to 231943
      August 5, 2011EXPO 201 to EXPO 205
      231944 to 231948
      August 5, 2006EXPO 217 to EXPO 218
      231960 to 231961
      August 5, 2011EXPO 219
      231962
      August 5, 2006EXPO 220 to EXPO 226
      231963 to 231969
      August 5, 2011EXPO 227 to EXPO 232
      231980 to 231985
      August 5, 2011EXPO 237 to EXPO 238
      231990 to 231991
      August 5, 2011EXPO 239 to EXPO 240
      231992 to 231993
      August 5, 2006EXPO 241 to EXPO 259
      231994 to 232012
      August 5, 2011EXPO 260
      232013
      August 5, 2006EXPO 261 to EXPO 275
      232014 to 232028
      August 5, 2011EXPO 277 to EXPO 280
      232029 to 232032
      August 5, 2011EXPO 281 to EXPO 282
      232033 to 232034
      August 5, 2006EXPO 283
      232035
      August 5, 2011EXPO 284
      232036
      August 5, 2006EXPO 285
      232037
      August 5, 2011EXPO 286
      232038
      August 5, 2006EXPO 287
      232039
      August 5, 2011EXPO 288
      232040
      August 5, 2006EXPO 289 to EXPO 295
      232041 to 232047
      August 5, 2011EXPO 302
      232053
      August 5, 2006EXPO 304 to EXPO 306
      232055 to 232057
      August 5, 2006EXPO 501
      232097
      August 5, 2006EXPO 502 Fr. to EXPO 503 Fr.
      232098 to 232099
      August 5, 2006EXPO 296
      232100
      August 5, 2011EXPO 307
      232102
      August 5, 2006EXPO 309
      2332103
      August 5, 2006EXPO 310
      232104
      August 5, 2011EXPO 312 to EXPO 314
      232105 to 232107
      August 5, 2011EXPO 890 to EXPO 891
      232179 to 232180
      August 5, 2006EXPO 324 to EXPO 326
      232218 to 232220
      August 5, 2011EXPO 504 Fr.
      232228
      August 5, 2011EXPO 1008 Fr.
      232275
      August 5, 2011EXPO 1011 Fr. to EXPO 1012 Fr.
      232276 to 232277
      August 5, 2011DON NO. 2 Fr.
      232299
      August 5, 2006DON NO. 4 Fr.
      232300
      August 5, 2011DON NO. 5 Fr. To DON NO. 6 Fr.
      232301 to 232302
      August 5, 2006DON NO. 3 Fr.
      232303
      August 5, 2006DON 9 Fr. to DON 13 Fr.
      232306 to 232310
      August 5, 2011DON 14 Fr. to DON 16 Fr.
      232311 to 232313
      August 5, 2006EXPO 308A to EXPO 308D
      395662 to 395665
      August 5, 2006mo 1 to mo 8(1)
      509465 to 509472
      March 23, 2006mo 9 to mo 11(1)
      509474 to 509476
      March 23, 2006mo 12 to mo 16(1)
      509479 to 509483
      March 23, 2006mo 17 to mo 19(1)
      509485 to 509487
      March 23, 2006


(1) There is no NPI payable on these claims.

L-3

---

Access

The Hushamu Property can be reached along logging roads from
  Port Hardy. Hushamu is about 12 km by logging road from Holberg Inlet. Port
  Hardy is about 6 or 7 hours traveling time north from Nanaimo via the Island
  Highway. Port Hardy can also be reached via commercial airline from Vancouver.

Physiography, Climate, Local Resources and Infrastructure

The Hushamu Property is characterized by multiple low, northwesterly
  to westerly trending hills and ridges bounded by narrow valleys with steep slopes.
  Elevations range from sea level to 695 masl with ridge tops on the property
  commonly about 300 m above valley floors.

The Hushamu Property was actively logged in the early 1990's.
  Forest cover consists of mature stands of fir, hemlock, spruce and cedar, areas
  of dense second growth and open clear-cut areas. The ridge tops are open with
  widely scattered stunted evergreens. Low areas along creeks are covered by thick
  bush.

Outcrop exposure is abundant in areas of steep relief and along
  ridge tops. Thick humus on the forested slopes and residual glacial gravels
  on the valley floors restrict geologic mapping in these areas.

The Hushamu Property receives little snowfall in winter and can
  be effectively explored for 10 months each year. The climate is cool and wet,
  with windstorms in late fall. There are typically hot, dry spells during the
  summer when exploration work may be curtailed because of forest fire hazard.

The Hushamu Property is situated about 29 km from the reclaimed
  BHP Island Copper Mine. This mine produced 345 million tonnes of ore averaging
  0.41% Cu, 0.017% Mo, 0.19 g Au/t and 1.4 g Ag/t from 1971 to 1994.

History

Utah Construction and Mining Company (Utah) discovered
  a large, porphyry copper-molybdenum-gold deposit at the eastern end of Rupert
  Inlet between January 1966 and May 1969. This deposit was developed into the
  Island Copper Mine, with production beginning in October 1971. The mine produced
  345 million metric tonnes of ore with average head grades of 0.41 % copper,
  0.017 % molybdenum, 0.19 gm/tonne gold and 1.4 gm/tonne silver by December 1994.

Utah staked mineral claims covering most of the area between
  the eastern end of Rupert Inlet and the western end of Holberg Inlet during
  the late 1960's. Utah staked the Expo claims, which cover the Hushamu deposit,
  in 1966. The Expo property was geologically mapped between 1967 and 1975; geochemical
  soil sampling, geophysical surveying and diamond drilling resulted in the discovery
  of the Hushamu Zone. The style of copper mineralization at the Hushamu
  Zone was similar to that at the Island Copper orebody.

Induced polarization geophysical surveying during 1982 indicated
  moderately anomalous chargeabilities across a broad area at Hushamu. Four diamond
  drill holes totalling 480.5 m were drilled at the Hushamu Zone in 1982.

Geology

The deposit is hosted by andesitic volcanics and volcaniclastics
  intruded by a series of porphyritic dykes and stocks of diorite and quartz-diorite
  composition.

Report on the Property

A Resource Estimate of Hushamu Copper-Gold Deposit dated December
  31, 2002 (the Report) was prepared by G.H. Giroux, P.Eng., MASc.
  of Giroux Consultants Ltd. of Vancouver, BC and David J. Pawliuk, P.Geo. of
  Nanoose Geoservices, of Nanoose Bay, BC. The Report describes the data analysis
  and interpolation technique used to produce a geologic block model for the Hushamu
  porphyry copper-gold deposit. The following disclosure is from the summary contained
  in the Report. A full copy of the Report can be obtained on SEDAR at www.sedar.com,
  or at the offices of Lumco at Suite 1550, 625 Howe Street, Vancouver, BC during
  normal business hours.

The assay data was subdivided on the basis of geology into five
  rock types: siliceous pyrophyllite breccia, siliceous breccia, altered andesite-basalt,
  intrusive and relatively unaltered andesite. Histograms and probability plots
  of the

L-4

---

distribution of copper and gold show that the metals are distributed
  differently within each of the five rock units. Each rock unit was therefore
  independently evaluated.

The study is based on the results from 114 diamond drill holes
  completed between 1980 - 1993. Composites 20 feet in length were formed from
  drill hole data and honoured geologic boundaries. For example, andesite composites
  only contained drill hole data coded as andesite. Simple statistical studies
  also show that copper and gold distributions for composited values are different
  for each of the five rock types. As a result copper and gold values within each
  of the five rock types were modelled and estimated independently.

A study of copper-gold correlation showed very poor agreement
  in the area of economic cut-offs. Samples with copper grades between 0.1% to
  0.3%, for example, can have gold grades ranging from 0.001 to 0.02 oz/ton. A
  geologic assumption that copper-gold correlation was different above and below
  1100 ft. elevation was tested and not substantiated with the available data.

Semi-variograms for each variable were produced for each of five
  rock types. All of the rock types showed isotropic spherical models with the
  exception of altered andesites and basalts. For copper within the andesite unit
  a geometric anisotropy was indicated with a maximum horizontal range of 600
  ft. in a N 45o W direction and a minimum horizontal range of 150 ft. at N 45o
  E. The range of maximum continuity in the vertical plane was 300 ft. plunging
  N 45o E at 60o. A similar pattern was obtained for gold with ranges 700 ft.
  and 85 ft. in the horizontal plane and 300 ft. plunging 60o N 45o W.

A geologic block model was produced to control the interpolation
  process. A total of 503,580 blocks, each 100 x 100 x 40 ft. in dimension, were
  coded with geologic information.

Ordinary kriging was used to interpolate a grade into each geologic
  block. A total of 46,515 blocks were estimated. Results for the resource at
  several copper cut-offs are shown below:

Summary of Resource Estimation for the Hushamu Copper-Gold
  Deposit

Class
      Cu Cut-off (%)
      Tonnage Above Cut-off Million Tonnes
      Grade Cu (%)
      Grade Au (g/t)Measured
      0.10
      87.7
      0.21
      0.206Indicated
      0.10
      495.8
      0.20
      0.240Measured + Indicated
      0.10
      583.5
      0.20
      0.240Inferred
      0.10
      151.9
      0.19
      0.274Measured
      0.20
      39.2
      0.29
      0.309Indicated
      0.20
      191.7
      0.27
      0.309Measured + Indicated
      0.20
      230.9
      0.28
      0.309Inferred
      0.20
      52.8
      0.28
      0.377Measured
      0.30
      14.0
      0.37
      0.411Indicated
      0.30
      49.7
      0.37
      0.411Measured + Indicated
      0.30
      63.7
      0.37
      0.411Inferred
      0.30
      18.2
      0.35
      0.480


OTHER LUMCO PROPERTIES

CASINO PROPERTY, YUKON TERRITORY

In July 2002 Regaltio through CRS was granted an option by Great
  Basin Gold Ltd. (Great Basin) of Vancouver, BC, to purchase a 100%
  interest in 161 mineral claims known as the Casino Property in west-central
  Yukon. The option may be exercised by Lumco at any time until July 15, 2007
  upon payment of an aggregate of $1,000,000 to Great Basin in the form of cash
  or shares of Lumco.

In addition, Great Basin has a warrant allowing it to buy 100,000
  shares of the Company at an exercise price of $5.80, expiring May 21, 2006.
  The Company issued a warrant to Great Basin on May 21, 2004 to permit Great
  Basin to buy

L-5

---

100,000 shares of the Company for a period of two years at an
  exercise price of $5.80 per share, expiring May 21, 2006. In addition to the
  warrants noted above the Company issued a further warrant to Great Basin on
  March 14, 2005 to buy 100,000 shares of the Company for a period of two years
  at at an exercise price of $9.22 per share, expiring March 14, 2007 .

In the event the option is exercised and a decision is made to
  put the Casino Property into commercial production, Lumco will pay to Great
  Basin an additional $1,000,000. Certain portions of the Casino Property are
  subject to a royalty agreement in favour of Archer, Cathro & Associates
  (1982) Ltd (Archer Cathro) and a claim purchase agreement with Wildrose
  Resources Ltd (Wildrose). The royalties and encumbrances are as
  follows:

- A 5% NPI in favour of Archer Cathro on 83 of the minerals claims (the Casino
      A Claims) which royalty expires on March 25, 2005 as to 35 claims,
      March 25, 2006 as to 30 claims, March 25, 2007 as to 11 claims, and March
      25, 2009 as to 7 claims; and
- A 5% NPI in favour of Archer Cathro on 55 of the mineral claims (the Casino
      B Claims) which royalty expires on March 25, 2005 as to 14 claims,
      March 25, 2006 as to 17 claims, and March 25, 2007 as to 24 claims.

In addition, the Casino B Claims are subject to an agreement
  between Great Basin and Wildrose whereby Wildrose has agreed to pay the annual
  filing fees and assessment payments, being a total of $13,800 in annual assessment
  fees and $690 in recording fees, on the Casino A and B Claims in order to maintain
  them in good standing. In return Wildrose has the right to acquire the Casino
  B Claims for $1 each subject to Great Basin reserving a 10% NPI in the Casino
  B Claims.

The Casino property consists of 161 contiguous mineral claims
  (2,317.68 hectares), more particularly described as:

CASINO A CLAIMSClaim Name
      Grant Number
      Expiry DateAIRPORT 1
      56983
      3/25/08AIRPORT 2
      56990
      3/25/08AIRPORT 3
      56984
      3/25/08AIRPORT 5
      56991
      3/25/08AIRPORT 5
      56985
      3/25/08AIRPORT 6
      56992
      3/25/08AIRPORT 8
      56993
      3/25/08CAT 01 to CAT 04
      92201 to 92204
      3/25/08CAT 13 to CAT 20
      92213 to 92220
      3/25/08CAT 23 FRACTION
      Y39603
      3/25/10CAT 25
      92766
      3/25/08CAT 35 to CAT 42
      92776 to 92783
      3/25/08CAT 51 to CAT 56
      95728 TO 95733
      3/25/08BOMBER 1
      56979
      3/25/08BOMBER 2
      56987
      3/25/08BOMBER 3
      56980
      3/25/08BOMBER 5
      56981
      3/25/08BOMBER 6
      56988
      3/25/08CAT 05 to CAT 12
      92205 to 92212
      3/25/08CAT 21 to CAT 22
      92221 to 92222
      3/25/08CAT 23 to CAT 24
      92764 to 92765
      3/25/08CAT 47 to CAT 50
      95724 to 95727
      3/25/08CAT 57
      95734
      3/25/08CAT 59 TO CAT 62
      95736 to 95739
      3/25/08F 29
      YB37280
      3/25/08F 31
      YB37282
      3/25/08F 33
      YB37284
      3/25/08HELICOPTER 1
      4252
      3/25/08CAT 01 FRACTION to CAT 02 FRACTION
      Y51846 to Y51847
      3/25/08CAT 03 FRACTION to CAT 04 FRACTION
      Y39601 to Y39602
      3/25/08


L-6

---

CASINO A CLAIMSClaim Name
      Grant Number
      Expiry DateCAT 47 FRACTION to CAT 48 FRACTION
      Y36687 to Y36688
      3/25/08CAT 57 FRACTION
      Y36689
      3/25/08CAT 62 FRACTION
      Y36690
      3/25/08JOE 100
      Y10704
      3/25/08JOE 97
      Y10701
      3/25/08MOUSE 161 FRACTION
      Y35582
      3/25/08CAT 22 FRACTION
      Y36686
      3/2/5/10CAT 58
      95735
      3/25/11LOST 1 FRACTION to LOST 3 FRACTION
      Y35585 to Y35587
      3/25/10MOUSE 162 FRACTION to MOUSE 163 FRACTION
      Y35583 to Y35584
      3/25/10


CASINO B CLAIMSClaim Name
      Grant Number
      Expiry DateCAS 31 to CAS 36
      YB36618 to YB36623
      3/25/08CAT 63 to CAT 70
      95740 to 95747
      3/25/08E 23 to E 25
      YB37242 to YB37244
      3/25/08E 27 to E 32
      YB37246 to YB37251
      3/25/08F 27 to F 28
      YB37278 to YB37279
      3/25/08I 01 to I 04
      YB37640 to YB37643
      3/25/08MOUSE 03 to MOUSE 05
      Y35194 to Y35196
      3/25/08MOUSE 06 FRACTION
      Y35197
      3/25/08MOUSE 07 to MOUSE 12
      Y35198 to y35203
      3/25/08MOUSE 123 to MOUSE 128
      Y35517 to Y35522
      3/25/08MOUSE 13 to MOUSE 16
      Y35204 to Y35207
      3/25/08MOUSE 89 to MOUSE 90
      Y35483 to Y35484
      3/25/08MOUSE 97 to MOUSE 98
      Y35491 to Y35492
      3/25/08


Claim Name
      Grant Number
      Expiry DateCAT 26 FRACTION
      Y51849
      3/25/06JOE 101 to JOE 104
      Y10705 to 10708
      3/25/06JOE 89 to JOE 96
      Y10693 to Y10700
      3/25/06JOE 91 FRACTION to JOE 96 FRACTION
      Y51850 to Y51855
      3/25/06JOE 98 to JOE 99
      Y10702 to Y10703
      3/25/06MOUSE 01 to MOUSE 02
      Y35192 to Y35193
      3/25/06


The Casino Property is located in the north-westerly trending
  Dawson Range mountains, about 300 km northwest of Whitehorse, Yukon Territory
  in a prolific megallogenic belt of the Dawson Range Mountains that escaped Pleistocene
  continental glaciation. The Casino Property is remote, having no all season
  road access. The region has at least two other extensively developed exploration
  properties: the Williams Creek Copper Oxide Project and the Minto Project.

The following is a description of the Casino Property. This description
  is taken from a report on the Casino Property dated January 2003 prepared by
  C.M. Rebagliati P. Eng. of Rebagliati Geological Consulting Ltd. of Vancouver,
  BC, Canada, and Ross Banner P.Eng. of RH Banner Ltd. of North Vancouver, BC.
  Canada.

Porphyry copper mineralization was first recognized at Casino
  in 1967. From 1967-1990 various companies drilled 57 core holes (12,294 metres)
  and 33 reverse circulation holes (5,188 metres). In 1991 Archer, Cathro acquired
  the property and completed a 21-hole HQ diamond-drilling program. In 1992 Pacific
  Sentinel Gold Corp. acquired the property from Archer Cathro and commenced a
  major exploration program. From 1992 until 1995 work included surface soil sampling,
  trenching investigations, 236 HQ and NQ diamond drill holes totalling 73,084
  metres, comprehensive metallurgical investigations, environmental studies and
  socio economic activities culminating in a project scoping study. The scoping
  study envisioned a large-scale open pit mine, conventional flotation concentrator
  that would produce a copper-gold concentrate for sale to Pacific Rim smelters.

The exploration completed to date has identified the following
  for Measured and Indicated Resources, as defined by National Instrument 43-101:

L-7

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Material
      Cut-off (%Cu)
      Tonnage Above Cut-off Million Tonnes
      Gold g/t
      Copper %
      Moly %
      Cu Eq %Supergene Oxide(1)
      0.3
      42
      0.35
      0.33
      0.02
      0.67Supergene Sulphide(1)
      0.3
      124
      0.32
      0.32
      0.03
      0.64Hypogene(1)
      0.3
      798
      0.22
      0.20
      0.02
      0.45


|(1) | Calculation of Copper equivalent was based on the following
        formula:                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Cu EQ% = (Cu%) + (Aug/t x 11.25/17.64) + (Mo % 99.21/17.64)
        using metal prices of US$.80 a pound for copper, US$350 per ounce for
        gold and US$4.50 a pound for molybdenum.

The Casino Property is without known ore reserves and any exploration
  undertaken by the Company in the future will be exploratory in nature.

APPLE BAY PROPERTY, VANCOUVER ISLAND

Pursuant to an option agreement dated February 3, 2005 between
  Regalito and Electra Gold Ltd., Regalito was granted the option to earn 100%
  interest in the Apple Bay Claims, which surround the Hushamu Property on northern
  Vancouver Island, BC. The Apple Bay Claims are described as follows:

Claim Name
      Tenure Number
      Expiry DateAPPLE BAY ONE
      371773
      August 5, 2007APPLE BAY THREE
      371777
      August 5, 2007COAL HARBOUR #1 and COAL HARBOUR #2
      372883 and 372884
      August 5, 2006APPLE BAY FIVE
      373854
      August 5, 2007APPLE BAY FOUR
      374744
      August 5, 2007HANKIN POINT 1 and HANKIN POINT 2
      376138 and 376139
      August 5, 2006APPLE BAY TWO
      377240
      August 5, 2008APPLE BAY SIX and APPLE BAY SEVEN
      384437 and 384438
      August 5, 2006APPLE BAY EIGHT to APPLE BAY TEN
      392518 TO 392520
      August 5, 2006APPLE BAY ELEVEN and APPLE BAY TWELVE
      392727 and 392728
      August 5, 2006APPLE BAY THIRTEEN to APPLE BAY SIXTEEN
      392754 to 392757
      August 5, 2006APPLE BAY SEVENTEEN to APPLE BAY NINETEEN
      394716 to 374718
      August 5, 2006APPLE BAY TWENTY and APPLE BAY TWENTY-ONE
      398335 and 398336
      August 5, 2006APPLE BAY TWENTY-TWO
      399238
      August 5, 2006HEP 1 and HEP 2
      400678 and 400679
      August 5, 2006HEP 4 and HEP 3
      402031 and 402032
      August 5, 2006APPLE BAY TWENTY-THREE to APPLE BAY TWENTY-SEVEN
      402033 to 402037
      August 5, 2006NORTHWEST 900
      402513
      May 25, 2006RD-1
      402514
      May 25, 2006NORTHWEST 901 to NORTHWEST 905
      405216 to 405220
      May 25, 2006NORTHWEST 906 and NORTHWEST 907
      405518 and 405519
      May 25, 2006NORTHWEST 908
      409342
      April 22, 2006NORTHWEST 909
      410260
      April 22, 2006HUSH 600 and HUSH 601
      413045 and 413046
      August 5, 2006BAY 1 to BAY 4
      416121 TO 416124
      August 5, 2006(Conversion of RD-2 and RD-3)
      501677
      May 25, 2006


In order to earn the interest in the property Lumco shall, subject
  to the terms hereof, make a total of $200,000 in cash payments to Electra as
  follows:

| | (a) | $20,000 on the date of the agreement (paid);
| | --- | --------------------------------------------
| | (b) | $40,000 in cash on February 3, 2006;        
| | (c) | $60,000 cash on February 3, 2007;           
| | (d) | $80,000 in cash on February 3, 2008; and    

L-8

---

upon a production decision, pay to Electra $800,000 in cash or
  Lumco stock, in Lumcos sole discretion, valued at the then share price.

The Apple Bay Claims are without known ore reserves and without
  any exploration undertaken by Lumco in the future will be exploratory in future.

REDSTONE PROPERTY, NORTHWEST TERRITORIES

In September 2002 Regalito through CRS acquired a 100% interest
  from Redstone Resources Inc. (Redstone) of Vancouver, BC, in five
  mining leases known as the Redstone Property located in the Northwest Territories.
  In consideration for the Redstone Property, Redstone was paid the sum of US$500,000.
  In addition, Redstone was granted a Net Smelter Return royalty to be calculated
  monthly as follows:

NSR %
      Average Price of Copper(1)3
      If less than or equal to US$0.75 per pound3.5
      If greater than US$0.75 and less than or equal
        to US$1.00 per pound4
      If greater than US$1.00 per pound


(1) The average of the New York Commodities
  Exchange final daily spot Prices for Copper reported for the calendar month
  of production.

The Redstone Property consists of five mining leases (5,661.75
  hectares) located in the Nahanni Mining District in the Northwest Territories,
  290 kilometres south of Norman Wells, Northwest Territories, and 300 kilometres
  north of Watson Lake, Yukon Territory. The leases are more particularly described
  as follows:

Lease Number
      Expiry Date2416
      October 19, 20052417
      October 19, 20052505
      July 23, 20052506
      July 23, 20052684
      November 29, 2005


The following is description is taken from a report of the Redstone
  Property dated March 2003 prepared by A.W. Gourlay P.Geol., F.G.A.C. of Vancouver,
  British Columbia, Canada.

The Redstone copper deposit is located 290 kilometres south of
  Norman Wells in the Nahanni Mining District, Northwest Territories. The property
  comprises 5 Mining Leases totalling 5,661.75 hectares (13,990 acres) owned by
  Lumina Copper Corp. The copper occurrences, which are of the red-bed copper
  type, were discovered by regional prospecting during 1961. Subsequently, the
  property has undergone a number of exploration campaigns by the following companies:
  Redstone Mines Ltd., Cerro Mining Company of Canada Limited and Shell Canada
  Resources, Ltd. A total of 15,529 metres of diamond drilling in 56 holes has
  been completed to date on the property.

Exploration completed to date has identified the following Inferred
  Mineral Resource as defined by National Instrument 43-101:

Class
      Cut-off (%Cu)
      Tonnage Above Cut-off Million Tonnes
      Copper %
      Ag g/tInferred
      2.5%
      33.6
      3.92
      9.0


The Redstone property is without known ore reserves and any exploration
  undertaken by the Company in the future will be exploratory in nature.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Attached as Schedule A to the Management Proxy Circular
  is a summary of historical financial data for Regalito for the years ended December
  31, 2004 and 2003 derived from the financial statements of Regalito at each
  of those dates. As well, at Schedule A to the Circular is the unaudited
  pro forma consolidated balance sheet for Lumco as at

L-9

---

December 31, 2004. The unaudited pro forma consolidated balance
  sheet was prepared as if the Arrangement had occurred on December 31, 2004.

MARKET FOR SECURITIES

An application will be made for the listing and posting on the
  TSX of Lumcos Common Shares. The listing of the Lumco Common Shares on
  the TSX will be subject to Lumco meeting the TSXs original listing requirements.
  If Lumco is not able to meet the original listing requirements of the TSX then
  Lumco will seek to list the Lumco Common Shares on the TSX-V. Conditional listing
  approval has not yet been obtained and there can be no assurance that the Lumco
  Common Shares will be listed on the TSX or any other stock exchange. While Lumco
  intends to continue to seek a listing for the Lumco Common Shares if such shares
  are not listed on the TSX, delays in obtaining, or the inability to obtain such
  listings will not be a condition of the parties to the completion of the Plan
  of Arrangement. There can be no assurance that the necessary discretionary orders
  or exemptions will be granted by the applicable regulatory authorities or that
  the Lumco Common Shares will be listed on any stock exchange.

DIRECTORS AND OFFICERS

The following table sets forth certain information about those
  persons who will be directors and officers of Lumco following completion of
  the Arrangement:

Name, Municipality of Residence and Position Held
      Principal Occupation for past five years
      Number of Lumco Common Shares held on completion of the Arrangement1
      Percentage of Lumco Common Shares held on completion of Arrangement1ROSS BEATY3,4 
        Vancouver, BC Proposed Director
      Geologist. Chairman
          of the Board of Pan American Silver Corp.
      5,387,5015
      26.05ROSS CORY22 
        Vancouver, BC Proposed Director
      Senior Vice-President
          of Raymond James Ltd. since 2001; Senior Vice-President and Director
          of Goepel McDermid Inc., from 1998 to 2001
      Nil
      NilBRYAN MORRIS2,3,4 
        Vancouver. BC Proposed Director
      Consultant, Director
          of Inca Pacific Resources Ltd since February 2004
      Nil
      NilROBERT PIROOZ 
        Vancouver, BC Proposed Secretary and Director
      Lawyer. Vice-President,
          Secretary and an Director of Regalito since May 23, 2003; General Counsel,
          Vice-President and Secretary of Pan American Silver Corp., from April
          1998 to October 2000 and since January 1, 2003; General Counsel and
          Vice President of the BCR Group of Companies, from October 2000 to December
          2002
      268,100
      1.36DONALD SHUMKA2 
        Vancouver BC Proposed Director
      President of Walden
          Management Ltd. a consultancy company since 2004; Managing director
          of Raymond James Ltd from 1993-2004
      Nil
      NilANTHONY FLOYD 
        Vancouver, BC Proposed CEO
      Geologist. President
          of Inca Pacific Resources Inc. since April 1994
      300,000
      1.50SANDRA LIM 
        Vancouver, BC Proposed CFO
      Certified General
          Accountant. An associate with the firm of Smythe Ratcliffe, Chartered
          Accountants, in Vancouver, BC since November 1988; Chief Financial Officer
          of Regalito since June 9, 2004
      Nil
      Nil


L-10

---

|1. | Lumco Common Shares beneficially owned, directly or
        indirectly, or over which control or direction is exercised, as at the
        date hereof, based upon information furnished by Regalito and by the individual
        directors and officers.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | To be a member of the Audit Committee.                                                                                                                                                                                                                    
|3. | To be a member of the Compensation Committee.                                                                                                                                                                                                             
|4. | To be a member of the Nominating and Governance Committee.                                                                                                                                                                                                
|5. | 1,812,500 of these shares are held by Kestrel Holdings
        Ltd., a private company owned by Mr. Beaty.                                                                                                                                                

DESCRIPTION OF SHARE CAPITAL

Following the Arrangement, Lumco will be authorized to issue
  an unlimited number of common shares. The holders of Lumco Common Shares will
  be entitled to receive notice of, and to one vote per share at, every meeting
  of shareholders of Lumco, to receive such dividends as the board of directors
  declares, and to share equally in the assets of Lumco remaining upon the liquidation
  of Lumco after the creditors of Lumco have been satisfied.

RISK FACTORS

The risk factors contained in Schedule M to the Management
  Proxy Circular should be considered carefully. These risk factors could materially
  and adversely affect Lumcos future operating results and could cause actual
  events to differ materially from those described in forward-looking statements
  relating to Lumco.

STOCK OPTION PLAN

The directors of Lumco approved the adoption of a stock option
  plan (the Lumco Plan), subject to shareholder and regulatory approval.
  The directors are of the view that it is in the best interests of Lumco to implement
  the Lumco Plan, which will enable the directors to grant options to directors,
  officers, employees and other service providers as a means of rewarding positive
  performance and providing incentive to effectively manage the affairs of Lumco.

In addition, the directors of Lumco wish to seek disinterested
  shareholder approval (such that no insider or proposed insider (or their
  associates) will be entitled to vote on such resolutions) to include a provision
  for the issuance of up to an aggregate of 200,000 shares of Lumco (the Lumco
  Bonus Shares) in each calendar year to those directors, officers, employees
  and consultants who are deemed to have provided extraordinary contributions
  to the advancement of Lumco. Any such issuance would be based on performance
  reviews.

The Lumco Plan is in all material aspects identical to the Lumina
  New Plan. The following information is intended as a brief description of the
  Lumco Plan and is qualified in its entirety by the full text of the Lumco Plan
  which is available for review by any Shareholder up until the day preceding
  the Meeting at Lumcos office at Suite 1550 - 625 Howe Street, Vancouver,
  British Columbia:

|(a) | all options will be non-assignable and non-transferable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | a maximum of 10% of the issued shares of Lumco,
        from time to time inclusive of the Bonus Shares, may be reserved for issuance
        pursuant to the exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | the exercise price of any options granted
        under the Lumco Plan will be determined by the board of directors, in
        its sole discretion, but shall not be less than the weighted average market
        price of the 5 trading days prior to the date the option is granted.                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | the number of shares which may be reserved
        for issuance pursuant to options granted to Insiders under the Lumco Plan,
        together with all of Lumcos other previously established or proposed
        share compensation arrangements, in aggregate, shall not at any time exceed
        10% of the total number of issued and outstanding common shares in the
        capital of Lumco on a non-diluted basis. The number of option shares and
        Bonus Shares which may be issuable under the Lumco Plan, together with
        all of Lumcos other previously established or proposed share compensation
        arrangements, within a one-year period:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

L-11

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|(e) | subject to prior shareholder approval, the Lumco Plan
        limits the number of options granted together with the number of Bonus
        Shares issued to any one individual during a one year period to 5% of
        the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(f) | the Lumco Plan limits the number of options granted
        together with the number of Bonus Shares issued to a consultant or an
        employee performing investor relations activities during a one year period
        to 2% of the issued and outstanding shares capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(g) | the Lumco Plan limits the exercise period of any option
        grant to 10 years from the date of grant, or such lesser period as determined
        by the directors of Lumco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(h) | upon expiry of an option, or in the event an option
        is otherwise terminated for any reason, without having been exercised
        in full, the number of shares in respect of the expired or terminated
        option will again be available for the purposes of the Lumco Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(i) | if the option holder ceases to be a director of Lumco
        or ceases to be employed by Lumco (other then by reason of death), as
        the case may be, then the option granted will expire on no later than
        the 30th day following the date that the option holder ceases to be a
        director or ceases to be employed by Lumco, subject to the terms and conditions
        set out in the Lumco Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(j) | disinterested shareholder approval must be obtained
        for (i) any reduction in the exercise price of an outstanding option,
        if the option holder is an insider; and (ii) any grant of options to any
        one individual, within a 12 month period, exceeding 5% of Lumcos
        issued shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(k) | for stock options granted to employees, consultants
        or management company employees, Lumco represents that the proposed optionee
        is a bona fide employee, consultant or management company employee, as
        the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(l) | options will be reclassified in the event of any consolidation,
        subdivision, conversion or exchange of Lumcos common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(m) | the Board of Directors may make certain amendments to
        the Lumco Plan or any option without shareholder approval. The directors
        have the authority to make changes such as: amendments of a housekeeping
        nature; a change to the vesting provisions of an option or the Lumco Plan;
        a change to the termination provisions of an option or the Lumco Plan
        which does not entail an extension beyond the original expiry date; and
        the addition of a cashless exercise feature, payable in cash or securities,
        which provides for a full deduction of the number of underlying options
        from the Lumco Plan reserve. Amendments which reduce the exercise price
        or extend the term of an option held by an insider or which increase the
        fixed maximum percentage of common shares issuable under the Lumco Plan
        will require shareholder approval. Any amendment to the Lumco Plan is
        also subject to the acceptance of the TSX.

The Lumco Plan will be administered by Lumcos secretary
  or such other senior officer or employee as may be designated by the board of
  directors from time to time. Upon the approval of the Lumco Plan by the Shareholders,
  shareholder approval will not be required or sought on a case-by-case basis
  for the purpose of the granting of options to and the exercise of options by
  employees of Lumco or its affiliates regularly employed on a full-time or part-time
  basis, directors of Lumco and persons who perform services for Lumco on an ongoing
  basis or who have provided, or are expected to provide, services of value to
  Lumco.

At the Meeting, conditional upon approval of the Arrangement,
  Shareholders will be asked to consider, and if thought fit to approve a resolution
  approving the Lumco Plan, the full text of which resolution is included in Schedule
  F hereto under the heading Lumco Plan Resolution.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Lumcos auditors are Grant Thornton LLP, Chartered Accountants,
  of Suite 2800  1055 West Georgia Street, Vancouver, British Columbia,
  V6E 4N3.

The registrar and transfer agent for Lumco is Pacific Corporate
  Trust Company, 10th floor, 625 Howe Street, Vancouver, British Columbia, V6C
  3B8.

L-12

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SCHEDULE M 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

RISK FACTORS

In evaluating the Arrangement Lumina Shareholders should carefully
  consider, in addition to the other information contained in this management
  Circular, the following risk factors which apply to Lumina and will apply to
  Regalito, Global, Norco and Lumco as appropriate after the Effective Date.

(1)      The mineral properties of
  Lumina are in the exploration stage only and consequently exploration of Luminas
  mineral properties may not result in any discoveries of commercial bodies of
  mineralization.

The property interests owned by Lumina or in which it has an
  option to earn an interest are in the exploration stages only, are without known
  bodies of commercial mineralization, and have no ongoing mining operations.
  Mineral exploration involves a high degree of risk and few properties which
  are explored are ultimately developed into producing mines. Exploration of Luminas
  mineral exploration may not result in any discoveries of commercial bodies of
  mineralization.

(2)      Lumina has no significant
  source of operating cash flow and failure to generate revenues in the future
  could cause Lumina to go out of business.

As none of Luminas mineral properties currently have ore
  reserves, Lumina has no revenues from operations. Lumina has limited financial
  resources. Luminas ability to achieve and maintain profitability and positive
  cash flow is dependent upon Luminas ability to:

- locate a profitable mineral property;
- generate revenues; and
- reduce exploration costs.

Additional funds raised by Lumina through the issuance of equity
  or convertible debt securities will cause Luminas current shareholders
  to experience dilution. Such securities may grant rights, preferences or privileges
  senior to those of Luminas common shareholders.

Lumina does not have any contractual restrictions on its ability
  to incur debt and, accordingly, Lumina could incur significant amounts of indebtedness
  to finance its operations. Any such indebtedness could contain covenants, which
  would restrict Luminas operations.

(3)      Government expropriation
  or regulation may prevent or restrict mining of any of Luminas mineral
  deposits.

Even if Luminas mineral properties are proven to host economic
  reserves of copper or other precious or non-precious metals, factors such as
  governmental expropriation or regulation may prevent or restrict mining of any
  such deposits. Exploration and mining activities may be affected in varying
  degrees by government policies and regulations relating to the mining industry.
  Any changes in regulations or shifts in political conditions are beyond the
  control of Lumina and may adversely affect its business. Operations may be affected
  in varying degrees by government regulations with respect to restrictions on
  production, price controls, export controls, income taxes, expropriation of
  property, environmental legislation and mine safety.

(4) *Seven of Luminas
  mineral properties are in foreign countries and as such that portion of Companys
  business may be exposed to various levels of political, economic and other risks
  and uncertainties.*

Seven of Luminas eleven mineral properties are located
  in Argentina, Peru or Chile. As a portion of Luminas business is carried
  on in a number of foreign countries it is exposed to various levels of political,
  economic and other

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risks and uncertainties. These risks and uncertainties include,
  but are not limited to, terrorism, hostage taking, military repression, expropriation,
  changing tax laws, extreme fluctuations in currency exchange rates, high rates
  of inflation and labour unrest. The status of Peru, Argentina and Chile as developing
  countries may make it more difficult for Lumina to obtain any required exploration
  financing for its Peruvian, Argentinean and Chilean projects.

Changes, if any, in mining or investment policies or shifts in
  political attitude in Peru, Argentina and Chile may adversely affect Luminas
  operations in these countries. Operations may be effected in varying degrees
  by government regulations with respect to, but not limited to restrictions on
  expropriation of property, foreign investment, maintenance of claims, environmental
  legalisation, land use and land claims of local people.

Failure to comply strictly with applicable laws, regulations
  and local practices relating to mineral right applications and tenure could
  result in loss, reduction or expropriation of entitlements, or the imposition
  of additional local or foreign parties as joint venture partners with carried
  or other interests.

The occurrence of these various factors and uncertainties cannot
  be accurately predicted and could have an adverse effect on Luminas operations.

(5)      The mineral exploitation
  industry is intensely competitive in all its phases and Lumina competes with
  many companies possessing greater financial resources and technical facilities.

The mineral exploitation industry is intensely competitive in
  all its phases. Lumina competes with many companies possessing greater financial
  resources and technical facilities than itself for the acquisition of mineral
  concessions, claims, leases and other mineral interests as well as for the recruitment
  and retention of qualified employees. In addition, there is no assurance that
  even if commercial quantities of minerals are discovered, a ready market will
  exist for their sale. Factors beyond the control of Lumina may affect the marketability
  of any minerals discovered. These factors include market fluctuations, the proximity
  and capacity of natural resource markets and processing equipment, international
  economic and political trends, expectations of inflation, currency exchange
  fluctuations (specifically, the U.S. dollar relative to other currencies), interest
  rates and global or regional consumption patterns, speculative activities, government
  regulations, including regulations relating to prices, taxes, royalties, land
  tenure, land use, importing and exporting of minerals and environmental protection.
  The exact effect of these factors cannot be accurately predicted, but the combination
  of these factors may result in Lumina not receiving an adequate return on invested
  capital or losing its invested capital. As Lumina is in the exploration stage,
  the above factors have had no material impact on operations or income.

(6)      Substantial expenditures
  are required to be made by Lumina to establish ore reserves and Lumina may not
  either discover minerals in sufficient quantities or grade or may not have the
  necessary required funds.

Substantial expenditures are required to establish ore reserves
  through drilling. Although substantial benefits may be derived from the discovery
  of a major mineralized deposit, Lumina may not discover minerals in sufficient
  quantities or grades to justify commercial operation and the funds required
  for development may not be obtained on a timely basis. Estimates of reserves
  and mineral deposits can also be affected by environmental factors, unforeseen
  technical difficulties and unusual or unexpected geological formations. In addition,
  the grade of ore ultimately mined may differ from that indicated by drilling
  results. Material changes in ore reserves, grades, stripping ratios or recovery
  rates may affect the economic viability of any project.

(7)      Lumina does not presently
  have insurance covering any of its mineral properties and as a consequence could
  incur considerable costs.

Mineral exploration involves risks, which even a combination
  of experience, knowledge and careful evaluation may not be able to overcome.
  Operations in which Lumina has a direct or indirect interest may be subject
  to all the hazards and risks normally incidental to exploration of precious
  and non-precious metals, any of which could result in work stoppages, damage
  to property, and possible environmental damage. Lumina does not presently have
  insurance covering any of its mining properties and does not presently intend
  to obtain liability insurance.

M-2

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(8)      Luminas mineral properties
  may be subject to prior unregistered agreements or transfers or native land
  claims and as such title to some of Luminas mineral properties may be
  affected.

Although Lumina has sought and received such representations
  as it has been able to achieve from vendors in connection with the acquisition
  of or options to acquire an interest in its mining properties and has conducted
  its own investigation of legal title to each such property, the mining properties
  may be subject to prior unregistered agreements or transfers or native land
  claims and title may be affected by undetected defects.

(9)      All phases of Luminas
  operations in Canada are subject to environmental regulations which may
  cause Lumina to invoke more stringent standards.

All phases of Luminas operations in Canada are subject
  to environmental regulations. Environmental legislation in Canada is evolving
  in a manner which may require stricter standards and enforcement, increased
  fines and penalties for non-compliance, more stringent environmental assessments
  of proposed projects and a heightened degree of responsibility for companies
  and their officers, directors and employees. Legislation and regulations implemented
  by the Ministry of Energy and Mines directly affect the mining industry in the
  Province of British Columbia, where Luminas Hushamu and Apple Bay Properties
  are located. Legislation and regulations implemented by the Department of Resources,
  Wildlife and Economic Development directly affects the mining industry in the
  Northwest Territories, where Luminas Redstone Property is located. Legislation
  and regulations implemented by the Department of Energy, Mines and Resources
  affects the mining industry in the Yukon Territory where Luminas Casino
  Property is located.

Although compliance with such laws is not presently a significant
  factor in Luminas operations, compliance with future changes in environmental
  regulation, if any, may adversely affect Luminas operations.

(10)      The price of copper, base
  and precious metals has fluctuated widely in recent years and may adversely
  affect the economic viability of any of Luminas mineral properties.

Luminas revenues, if any, are expected to be in large part
  derived from the mining and sale of copper and other precious and non-precious
  metals. The price of those commodities has fluctuated widely, particularly in
  recent years, and is affected by numerous factors beyond Luminas control
  including international economic and political trends, expectations of inflation,
  currency exchange fluctuations, interest rates, consumption patterns, speculative
  activities and increased production due to new mine developments and improved
  mining and production methods. The effect of these factors on the price of copper,
  base and precious metals and therefore the economic viability of any of Luminas
  mining properties cannot be accurately predicted but may adversely affect Luminas
  operation and its ability to raise capital.

(11)      Certain of Lumina's directors
  are also directors, officers or shareholders of other companies that are engaged
  in the business of acquiring, developing and exploiting natural resource properties
  and accordingly conflicts of interest may arise.

Certain of Lumina's directors are also directors, officers or
  shareholders of other companies that are engaged in the business of acquiring,
  developing and exploiting natural resource properties. Such associations may
  give rise to conflicts of interest from time to time. Such a conflict poses
  the risk that Lumina may enter into a transaction on terms which place Lumina
  in a worse position than if no conflict existed.

Anthony Floyd, President of Lumina, is also the president, a
  principal and a director of Inca Pacific Resources Inc. (Inca).
  Inca is a junior mining company engaged in the exploration of copper in Peru.
  As a condition of employment with Lumina, Mr. Floyd required that the possible
  competing interests of Lumina and Inca be resolved as between them in order
  to address inevitable conflicts or perceived conflicts.Lumina and Inca
  agreed Inca shall be given the first right to acquire all grassroots copper
  exploration opportunities in the country of Peru of which Lumina or its executives
  become aware. As Lumina is not currently planning to undertake exploration of
  grassroots copper properties, this may be of no impact to Lumina's business
  practices. Inca has agreed that Lumina shall be given first right to acquire
  advanced stage copper properties with defined resources of which Inca or its
  executives become aware in the country of Peru. Inca and Lumina have agreed
  to review and renew this commitment annually.

M-3

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(12)      Impact of Government Regulations
  on Luminas Business

Some of the projects in which Lumina has an interest are located
  in Chile, Argentina and Peru. Mineral exploration and mining activities in Chile,
  Argentina and Peru may be affected in varying degrees by political instability
  and government regulations relating to the mining industry. Any changes in regulations
  or shifts in political conditions are beyond the control of Lumina and may adversely
  affect its business. Lumina does not maintain and does not intend to purchase
  political risk insurance. Operations may be affected in varying degrees by government
  regulations with respect to restrictions on production, price controls, export
  controls, income taxes, expropriations of property, environmental legislation
  and mine safety. The status of Chile, Argentina and Peru as developing countries
  may make it more difficult to obtain any required exploration financing for
  projects. The effect of all of these factors cannot be accurately predicted.
  All of the Chilean, Argentinean and Peruvian economies have experienced recessions
  in recent years and there can be no assurance that their economies will recover
  from such recessions.

(13)      There are risks relating
  to an uncertain or unpredictable political environment in Argentina, Chile and
  Peru which may affect the Companys operations in that country

Some of the Companys mineral properties are located in
  Argentina, Chile and Peru. There are risks relating to an uncertain or unpredictable
  political environment in Argentina and Peru. In the short term, significant
  macroeconomic instability in the region is expected to negatively impact on
  the business environment and may lead to longer term negative changes in the
  national approach taken to ownership by foreign companies of natural resources.
  Argentina recently suffered severe economic difficulties including significant
  currency devaluation.

In response to the political and economic instability in Argentina,
  in January 2002 the Argentinean government announced the abandonment of the
  one-to-one peg of the Argentina peso to the US dollar. During the economic crisis
  Argentina defaulted on foreign debt repayments and, from November 2002 to January
  2003 Argentina defaulted on the repayment on a number of official loans to multinational
  organizations. In January 2003, the International Monetary Fund agreed to reschedule
  certain debt owned by Argentina and approved a short term credit line to repay
  debts to multinational organizations that could not be postponed.

There is the risk of political violence and increased social
  tension in both Argentina and Peru as a result of the economic crisis in Argentina
  and because both countries have experienced increased civil unrest, crime and
  labour unrest. Roadblocks by members of the local communities, unemployed people
  and unions can occur on most national and provincial routes without notice.
  Civil disruptions may become more frequent if the economic situation in Argentina
  and Peru continues to deteriorate.

(14)      Terrorism

Peru has been the subject of terrorism by the Sendero Luminoso,
  a Maoist group intent on creating a socialist government, and the Tupac Amaru
  Revolutionary Movement (the MRTA). In recent years neither group
  has been active. In 1997, the Sendero Luminoso was implicated in a car-bombing.
  In 1996-1997, 17 people were killed when the MRTA attacked the Japanese embassy
  in Peru. Lumina may not be able to find suitable labor for its Peruvian projects,
  may have difficulty in obtaining financing for its Peruvian projects and may
  not be able to continue its activities if the terrorism resumes.

(15)      Foreign Subsidiaries

Lumina conducts operations through foreign (Cayman Islands, Bahamian,
  Argentinean, Peruvian and Chilean) subsidiaries, joint ventures and divisions,
  and substantially all of its assets are held in such entities. Accordingly,
  any limitation on the transfer of cash or other assets between the parent corporation
  and such entities, or among such entities, could restrict Luminas ability
  to fund its operations efficiently. Any such limitations, or the perception
  that such limitations may exist now or in the future, could have an adverse
  impact on the Issuers valuation and stock price

(16)      Acquisition Strategy

As part of Luminas business strategy, it will continue
  to seek new mining and development opportunities in the mining industry. In
  pursuit of such opportunities, Lumina may fail to select appropriate acquisition
  candidates or

M-4

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negotiate acceptable arrangements, including arrangements to
  finance acquisitions or integrate the acquired businesses and their personnel
  into Lumina. Lumina cannot assure that it can complete any acquisition or business
  arrangement that it pursues, or is pursuing, on favourable terms, or that any
  acquisitions or business arrangements completed will ultimately benefit Luminas
  business.

(17)      Certain mineral right holdings
  of the Company are currently the subject of litigation

Two of the Companys mineral right holdings are the subject
  of ongoing litigation being the San Jose claims at the San Jorge Property and
  the El Molino claims at the Galeno Property. The Company does not consider the
  claims in dispute to be material to the development of the respective properties
  but an unfavourable ruling could limit the expansion of the known mineral resource.
  The Company believes it will be successful in defending both cases however the
  Company cannot guarantee the results of either case.

(18)      Foreign Subsidiaries

The Company conducts operations through foreign (Cayman Islands,
  Bahamian, Argentinean, Peruvian and Chilean) subsidiaries, joint ventures and
  divisions, and substantially all of its assets are held in such entities. Accordingly,
  any limitation on the transfer of cash or other assets between the parent corporation
  and such entities, or among such entities, could restrict the Companys
  ability to fund its operations efficiently. Any such limitations, or the perception
  that such limitations may exist now or in the future, could have an adverse
  impact on the Issuers valuation and stock price.

(19)      Tax consequences based
  on valuations obtained by Lumina

The anticipated tax consequences of the proposed transactions
  to both Lumina and its shareholders are based on estimates of the fair market
  value of Luminas assets which were obtained by Lumina from an independent
  third party valuator. The valuations obtained from the valuator are not binding
  on the Canada Revenue Agency and if the Canada Revenue Agency disagrees with
  these valuations, the tax consequences to both Lumina and its shareholders may
  differ from those set out herein.

(20)      Potential adverse tax consequences
  to annuitants of RRSPs and RRIFs and to DPSPs and RESPs
  which acquire Global Common Shares

As Global may delay the listing of its Common Shares acquired
  under the Arrangement the Global Common Shares may not be a qualified investment
  for a registered retirement savings plan (a RRSP), a registered
  retirement income fund (a RRIF), a deferred profit sharing plan
  (a DPSP) or a registered education savings plan (a RESP)
  at the time of acquisition. As a result, there will be adverse tax consequences
  to annuitants of RRSPs and RRIFs, and to DPSPs and RESPs
  as a consequence of acquiring Global Common Shares. In the event Lumco and/or
  Norco does not obtain a listing on either the TSX or the TSX-V the Common Shares
  of the company not listing its shares may not be a qualified investment for
  a RRSP, RRIF, DPSP or a RESP and adverse tax consequences will arise.

(21)      Dissenting Shareholders

If Lumina receives Notice of Dissent from Shareholders holding
  greater than 1% of the outstanding Lumina Common Shares management of Lumina
  may at their option not implement the Plan of Arrangement.

(22)      Failure to obtain Court,
  Shareholder, TSX and/or AMEX approval to the Plan of Arrangement

The Plan of Arrangement is subject to the approval of the Shareholders,
  TSX, AMEX and the Supreme Court of the Province of British Columbia. There is
  no assurance that the Shareholders, TSX, AMEX and the Supreme Court of the Province
  of British Columbia will approve the Plan of Arrangement. If Lumina does not
  receive approval from all parties Lumina will not proceed with the Plan of Arrangement.

M-5

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(23)      The Plan of Arrangement
  may not produce the anticipated benefits

Notwithstanding that Lumina completes the Plan of Arrangement
  the reasons for the Plan of Arrangement and the anticipated benefits may not
  materialize.

(24)      As Lumina is a Canadian
  company it may be difficult for U.S. shareholders of Lumina to effect service
  on Lumina or to realize on judgements obtained against Lumina in the United
  States

Lumina is a Canadian corporation. All of its directors and all
  but one of its officers are residents of Canada and a significant part of its
  assets are, or will be, located outside of the United States. As a result, it
  may be difficult for shareholders resident in the United States to effect service
  within the United States upon Lumina, directors, officers or experts who are
  not residents of the United States, or to realize in the United States judgments
  of courts of the United States predicated upon civil liability of any of Lumina,
  directors or officers under the United States federal securities laws. If a
  judgment is obtained in the U.S. courts based on civil liability provisions
  of the U.S. federal securities laws against Lumina or its directors or officers,
  it will be difficult to enforce the judgment in the Canadian courts against
  Lumina and any of Luminas non-U.S. resident executive officers or directors.
  Accordingly, United States shareholders may be forced to bring actions against
  Lumina and its respective directors and officers under Canadian law and in Canadian
  courts in order to enforce any claims that they may have against Lumina or its
  directors and officers. Nevertheless, it may be difficult for United States
  shareholders to bring an original action in the Canadian courts to enforce liabilities
  based on the U.S. federal securities laws against Lumina and any of Luminas
  non-U.S. resident executive officers or directors.

M-6

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SCHEDULE N 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

TSX GUIDELINES

Toronto Stock Exchange  Statement of Corporate Governance
  Practices

|   |     | TSX Corporate                                                                                                                           | Does Lumina | Discussion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --- | --------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     | Governance Guidelines                                                                                                                   | Align?      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     |                                                                                                                                         |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1. |     | Board of Directors
        should explicitly assume responsibility for the stewardship of the corporation
        and specifically for: | Yes         | The Boards principal
        responsibilities are to supervise and evaluate management, to oversee
        the conduct of Luminas business, to set policies appropriate for
        the business of Lumina and to approve corporate strategies and goals.
        The Board is to carry out its mandate in a manner consistent with the
        fundamental objective of enhancing shareholder value.                                                                                                                                                                                                                                                                                 
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|   | (a) | Adoption of a strategic
        planning process                                                                                        | Yes         | The Boards written
        mandate requires it to adopt, supervise and provide guidance on Luminas
        strategic planning process and approve a strategic plan which takes into
        account, among other things, the opportunities and risks of Luminas
        business. Board meetings from time to time focus on substantial strategic
        planning matters. Each year the Board reviews and approves a strategic
        plan and budget.                                                                                                                                                                                                                            
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|   | (b) | Identification of
        specific risks and implementing risk management systems                                                       | Yes         | The Boards written
        mandate requires it to identify the principal risks of Luminas business
        and ensure the implementation of appropriate risk management systems.
        The Board has put structures in place, including the Audit Committee and
        the Environmental Committee, for the identification of principal risks,
        and is taking reasonable steps to manage these risks. All capital plans,
        any transactions for hedging arrangements or forward sales or purchases
        of silver or other metals, and any policies for management of foreign
        currency risk require the prior approval of the Board or a committee thereof.
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|   | (c) | Succession planning
        and monitoring senior management                                                                            | Yes         | The Boards written
        mandate requires it to ensure that Lumina has management of the highest
        calibre and maintains adequate and effective succession planning for senior
        management. The Compensation Committee and the Board as a whole reviews
        succession and management development plans on a regular basis.                                                                                                                                                                                                                                                                                                                                         
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|   | (d) | Communications policy                                                                                                                   | Yes         | The Boards written
        mandate requires it to oversee Luminas communications policy with
        its shareholders and with the public generally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |     | TSX Corporate                                                                   | Does Lumina | Discussion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --- | ------------------------------------------------------------------------------- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     | Governance Guidelines                                                           | Align?      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |     |                                                                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |     |                                                                                 |             | Lumina presently conducts
        an active shareholder relations program under the direction of its Vice-
        President, Corporate Relations. The programs involves meeting with a broad
        spectrum of investors, including conference calls with analysts, investment
        fund managers and interested members of the public with respect to reported
        financial results and other announcements by Lumina, as well as meeting
        with individual investors, members of the press and the public. Shareholders
        are informed of developments in Lumina by the issuance of timely press
        releases.
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|   |     |                                                                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |     |                                                                                 |             | Management of Lumina
        and the Vice-President, Corporate Relations, in particular, routinely
        make themselves available to shareholders to respond to questions and
        concerns. Shareholder concerns are dealt with on an individual basis,
        usually by providing requested information. Significant shareholders
        concerns are brought to the attention of management or the Board.                                                                                                                                                                                                                     
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|   |     |                                                                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |     |                                                                                 |             | The Board monitors
        the policies and procedures that are in place to provide for effective
        communication by Lumina with its shareholders and with the public generally,
        including effective means to enable shareholders to communicate with senior
        management and the Board. The Board also monitors the policies and procedures
        that are in place to maintain a cohesive and positive image of Lumina
        with shareholders, the mining industry, governments and the public generally.                                                                                                       
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|   |     |                                                                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | (e) | Integrity of internal
        control and management information systems        | Yes         | The Boards written
        mandate requires it, and specifically the Audit Committee, to oversee
        managements reporting on internal controls and ensure that management
        has designed and implemented an effective system of internal controls.
        The Audit Committee reviews on a regular basis, and makes recommendations
        for improvements to, the adequacy of the corporations internal controls
        and management information systems.                                                                                                                                                             
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|2. |     | Majority of directors
        should be unrelated (independent of management) | No          | The Board is currently
        comprised of two unrelated directors and three related directors. A third
        unrelated director will replace a related director on the Board on or
        before July 31, 2005, for the purposes of the TSX Guidelines and the AMEX
        rules.                                                                                                                                                                                                                                                                                                                                                    
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N-2

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TSX Corporate
      Does Lumina
      DiscussionGovernance Guidelines
      Align?3.
      
      Disclose for each
          director whether he or she is related, and how that conclusion is reached
      Yes
      Anthony Floyd 
          related as he is an officer 
          Robert Pirooz  related as he is an officer 
          Ross Beaty  related as he a control partyFor the remainder
          of the directors, none of them or their associates has: (i) worked for
          the Lumina; (ii) entered into material contracts with Lumina; or (iii)
          received remuneration from Lumina in excess of directors fees, stock
          options and reimbursement of expenses associated with attendance at
          Board meetings.4.
      (a)
      Appoint a committee
          responsible for appointment/assessment of directors
      Yes
      The Nominating and
          Governance Committee is required to identify, review the qualifications
          of and recommend to the Board possible nominees for election or re-election
          to the Board at each annual general meeting of Lumina and to identify,
          review the qualifications of and recommend to the Board possible candidates
          to fill vacancies on the Board between annual general meetings. The
          Nominating and Governance Committee also annually reviews and makes
          recommendations to the Board with respect to the composition of the
          Board.(b)
      Composed exclusively
          of outside, non-management directors, the majority of whom are unrelated
      Yes
      All members of the
          Nominating and Governance Committee are outside, non-management and
          unrelated directors.5.
      
      Implement a process
          for assessing the effectiveness of the Board of directors, its committees
          and individual directors
      Yes
      The Nominating and
          Governance Committee oversees the effective functioning of the Board
          and annually reviews and makes recommendations to the Board with respect
          to: (i) the composition of the Board; (ii) the appropriateness of the
          committees of the Board, their mandates and responsibilities and the
          allocation of directors to such committees; and (iii) the appropriateness
          of the terms of the mandate and responsibilities of the Board.6.
      
      Provide orientation
          and education programs for new directors
      Yes
      Each new director,
          on joining the Board, is given an outline of the nature of Luminas
          business, its corporate strategy, current issues within Lumina, the
          expectations of Lumina concerning input from directors and the general
          responsibilities of Luminas directors. New directors are required
          to meet with management of Lumina to discuss and better understand the
          business of Lumina and will be advised by counsel to Lumina of their
          legal obligations as directors of Lumina. Directors have been and will
          continue to be given tours of Luminas silver mines and development
          sites to


N-3

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|    |     | TSX Corporate                                                                                                                                               | Does Lumina | Discussion                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |     | Governance Guidelines                                                                                                                                       | Align?      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |     |                                                                                                                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |     |                                                                                                                                                             |             | give such directors
        additional insight into Luminas business.                                                                                                                                                                                                                                                                                                                                                                                                                
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|    |     |                                                                                                                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.  |     | The Board of Directors
        should examine its size and where appropriate reduce the number of directors,
        with a view to improving effectiveness | Yes         | The Nominating and
        Governance Committee annually reviews and makes recommendations to the
        Board with respect to its size. Both the Nominating and Governance Committee
        and the Board as a whole believe that the size of Luminas board
        of directors is appropriate in light of Luminas current size and
        scope of operations.                                                                                                                
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|8.  |     | Review compensation
        of directors to reflect risk and responsibility                                                                                 | Yes         | The Nominating and
        Governance Committee reviews directors compensation annually.                                                                                                                                                                                                                                                                                                                                                                                             
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|9.  |     | Committees should
        generally be composed of non- management directors                                                                                | Yes         | The Boards Committees
        are composed of non- management directors, except the Environmental Committee.
        All of Luminas directors are members of the Environmental Committee,
        reflecting Luminas commitment to conduct its operations in an environmentally
        ethical manner having regard to local laws, requirements and policies.
        A majority of the members of the Environmental Committee are non-management
        and unrelated directors.
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|    |     |                                                                                                                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. |     | Assign a committee
        responsible for approach to Corporate Governance                                                                                 | Yes         | The Nominating and
        Governance Committee assists the Board in providing efficient and effective
        corporate governance for the benefit of shareholders. It also annually
        reviews and makes recommendations to the Board with respect to: (i) the
        appropriateness of the mandates and responsibilities of the committees
        of the Board; and (ii) the appropriateness of the terms of the mandate
        and responsibilities of the Board.        
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|11. |     | Define limits to managements
        responsibilities by developing position descriptions for:                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|    |     |                                                                                                                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a) | the Board of Directors                                                                                                                                      | Yes         | In May 2004 Luminas
        Board adopted a formal written mandate which defined its stewardship responsibilities.                                                                                                                                                                                                                                                                                                                                                                   
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|    |     |                                                                                                                                                             |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b) | the Chief Executive
        Officer                                                                                                                         | Yes         | The Boards written
        mandate includes terms of reference for the Chief Executive Officer. The
        Board expects the Chief Executive Officer and management of Lumina to
        conduct the business of Lumina in accordance with Luminas ongoing
        strategic plan and to meet or surpass the annual and long-term goals of
        Lumina set by the Board in consultation with management.                                                                        
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N-4

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TSX Corporate
      Does Lumina
      DiscussionGovernance Guidelines
      Align?(c)
      Board of Directors
          should approve Chief Executive Officers corporate objectives
      Yes
      As part of its annual
          strategic planning process, the Chief Executive Officer annually presents
          his business and operational plans to the Board. In response, the Boards
          specifies its expectations of the Chief Executive Officer and management
          both over the next financial year and in the context of Luminas
          long-term goals. The Board reviews managements progress in meeting
          these expectations at meetings held throughout the year.12.
      
      Establish structures
          and procedures to ensure the Board of Directors can function independently
          of management
      Yes
      Procedures are in
          place to allow the Board to function independently of management at
          such times as are desirable and necessary. Such procedures include:
          (i) the appointment of a committee of directors independent of management;
          (ii) the appointment of a lead director of the Board who
          is independent of management of Lumina; and (iii) the institution of
          mechanisms to allow directors who are independent of management an opportunity
          to discuss issues in the absence of management. The Nominating and Governance
          Committee ensures that the Board can function independently of management.13.
      (a)
      Establish an Audit
          Committee with a specifically defined mandate
      Yes
      The mandate of the
          Audit Committee is described in detail in the Information Circular under
          the heading Corporate Governance  Board Committees 
          Audit Committee.(b)
      All members should
          be non- management directors
      No
      The Audit Committee
          is currently comprised of two non-management and independent directors
          and one non-independent director. A third independent director will
          replace the non- independent director on the Audit Committee on or before
          July 31, 2005, for the purposes of the TSX Guidelines and the AMEX rules.14.
      
      Implement a system
          to enable individual directors to engage outside advisors at corporation
          expense
      Yes
      Individual directors
          may, in appropriate circumstances and subject to the approval of the
          Nominating the Governance Committee, engage independent advisors at
          the expense of Lumina. Additionally, the Audit Committee is empowered
          to instruct and retain outside counsel or other experts as necessary.


N-5

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SCHEDULE O 
  (to the Management Proxy Circular of Lumina Copper Corp. dated April 1, 2005)

NEW LUMINA PLAN



LUMINA COPPER CORP.

STOCK OPTION AND STOCK BONUS PLAN

1.           
  PURPOSE OF THE PLAN

Lumina Copper Corp. (the Company) hereby establishes
  a stock option plan for directors, officers and Service Providers (as defined
  below) of the Company and its subsidiaries, to be known as the Stock Option
  and Stock Bonus Plan (the Plan). The purpose of the Plan is
  to give to directors, officers and Service Providers, as additional compensation,
  the opportunity to participate in the progress of the Company by: (i) granting
  to such individuals options, exercisable over periods of up to ten years as
  determined by the board of directors of the Company, to buy shares of the Company
  at a price equal to the weighted average market price on the five trading days
  prior to the date the option is granted; or (ii) issuing to such individuals
  common shares in the capital of the Company.

2.            
  DEFINITIONS

In this Plan, the following terms shall have the following meanings:

2.1          
  Associate means an associate as defined in the Securities Act
  (British Columbia).

2.2          
  Board means the board of directors of the Company.

2.3           
  Bonus Shares has the meaning ascribed thereto in section 6.1 of
  this Plan.

2.4          
  Company means Lumina Copper Corp. and its successors.

2.5           
  Disability means any disability with respect to an Optionee which
  the Board, in its sole and unfettered discretion, considers likely to prevent
  permanently the Optionee from:

| | (a) | being employed or engaged by the Company, its subsidiaries
        or another employer, in a position the same as or similar to that in which
        he was last employed or engaged by the Company or its subsidiaries; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| | (b) | acting as a director or officer of the Company or its
        subsidiaries.                                                                                                                                                 

2.6           
  Exchanges means the Toronto Stock Exchange and the American Stock
  Exchange, and, if applicable, any other stock exchange or securities market
  on which the Shares are listed.

2.7           
  Expiry Date means the date set by the Board under section 3.1 of
  this Plan, representing the last date on which an Option may be exercised.

2.8           
  Grant Date means the date specified in an Option Agreement as the
  date on which an Option is granted.

2.9           
  Insider means:

| | (a) | an insider as defined in the Securities Act(British
        Columbia), other than a person who is an insider solely by virtue of being
        a director or senior officer of a subsidiary of the Company; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                
| | (b) | an Associate of any person who is an insider under subsection
        (a).                                                                                                                                     

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2.10           
  Market Price of Shares at any date means the weighted average trading
  price of the Shares on the Toronto Stock Exchange or the American Stock Exchange
  as selected by the Board or, if the Shares are listed on neither the Toronto
  Stock Exchange nor the American Stock Exchange, such other stock exchange or
  securities market on which Shares are listed as is selected by the Board, on
  the five trading days (on which at least one board lot of the Shares was traded)
  prior to such date.

2.11           
  Option means an option to purchase Shares granted pursuant to this
  Plan.

2.12           
  Option Agreement means an agreement, in substantially the form attached
  hereto as Schedule A, whereby the Company grants to an Optionee an Option.

2.13           
  Option Price means the price per Share specified in an Option Agreement,
  adjusted from time to time in accordance with the provisions of section 5 of
  this Plan.

2.14           
  Option Shares means the aggregate number of Shares which an Optionee
  may purchase under an Option.

2.15           
  Optionee means each of the directors, officers and Service Providers
  granted an Option pursuant to this Plan and their heirs, executors and administrators.

2.16           
  Plan means this Stock Option and Stock Bonus Plan.

2.17           
  Service Provider means:

| | (a) | an employee of the Company or any of its subsidiaries;                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                       
| | (b) | any other person or company engaged to provide ongoing
        management or consulting services for the Company or for any entity controlled
        by the Company; and                                                                             
| |     |                                                                                                                                                                                                                                                       
| | (c) | any person who is providing ongoing management or consulting
        services to the Company or to any entity controlled by the Company indirectly
        through a company that is a Service Provider under subsection 2.17(b)
        of this Plan.

2.18           
  Shares means the common shares in the capital of the Company as
  constituted on the date of this Plan provided that, in the event of any adjustment
  pursuant to section 5 of this Plan, Shares shall thereafter mean
  the shares or other property resulting from the events giving rise to the adjustment.

2.19           
  Unissued Option Shares means the number of Shares, at a particular
  time, which have been allotted for issuance upon the exercise of an Option but
  which have not been issued, as adjusted from time to time in accordance with
  the provisions of section 5 of this Plan, such adjustments to be cumulative.

3.             
  GRANT OF OPTIONS

3.1           
  Option Terms. The Board may from time to time authorize the issue of
  Options to directors, officers and Service Providers of the Company and any
  of its subsidiaries. The Option Price under each Option shall be the Market
  Price on the Grant Date. The Expiry Date for each Option shall be set by the
  Board at the time of issue of the Option and shall not be more than ten years
  from the Grant Date. Any Options which are exercised, expire or terminated will
  be available for re-granting under the Plan. Options shall be non-assignable
  and non-transferable, and subject to such vesting provisions as the Board in
  their sole discretion shall determine.

3.2           
  Limits on Shares Issuable on Exercise of Options and on the Grant of Bonus
  Shares. The maximum number of Shares which may be issuable pursuant to Options
  granted or Bonus Shares issued under the Plan shall be equal to, but will not
  exceed at any time, 10% of the total number of the issued and outstanding common
  shares in the capital of the Company as of the Grant Date on a non-diluted basis.
  The number of Shares issuable to any one Optionee under the Plan, together with
  all of the Companys other previously established or proposed share compensation
  arrangements, shall not exceed 5% of the total number of issued and outstanding
  common shares in the capital of the Company on a non-diluted basis. The number
  of Shares issuable to a Service Provider that is a consultant or an employee
  performing investor relations activities during a one year period shall not
  exceed 2% of the issued and outstanding common shares in the capital of the
  Company on a non-diluted basis. The number of

O-2

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Shares which may be reserved for issuance pursuant to Options
  granted to Insiders under the Plan, together with all of the Companys
  other previously established or proposed share compensation arrangements, in
  aggregate, shall not at any time exceed 10% of the total number of issued and
  outstanding common shares in the capital of the Company on a non-diluted basis.
  The number of Option Shares and Bonus Shares which may be issuable under the
  Plan, together with all of the Companys other previously established or
  proposed share compensation arrangements, within a one-year period:

| | (a) | to Insiders in aggregate, shall not exceed 10% of the
        outstanding issue; and                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                
| | (b) | to any one Optionee who is an Insider and any Associates
        of such Insider, shall not exceed 5% of the outstanding issue.

For the purposes of this section, Option Shares and Bonus Shares
  issued pursuant to an entitlement granted prior to the Optionee or recipient
  of the Bonus Shares becoming an Insider may be excluded in determining the number
  of Shares issuable to Insiders. For the purposes of subsections (a) and (b)
  above, outstanding issue is determined on the basis of the number
  of common shares in the capital of the Company that are outstanding immediately
  prior to the Option Share or Bonus Share issuance in question, excluding common
  shares in the capital of the Company issued pursuant to share compensation arrangements
  prior to such one-year period.

3.3           
  Option Agreements. Each Option shall be confirmed by the execution of
  an Option Agreement. Each Optionee shall have the option to purchase from the
  Company the Option Shares at the time and in the manner set out in the Plan
  and in the Option Agreement applicable to that Optionee. The execution of an
  Option Agreement shall constitute conclusive evidence that it has been completed
  in compliance with this Plan.

4.             
  EXERCISE OF OPTION

4.1           
  Manner of Exercise. An Option shall be exercisable by the Optionee delivering
  to the Company a notice specifying the number of Shares in respect of which
  the Option is exercised together with payment in full of the Option Price for
  each such Share. Upon the Companys receipt of such notice and payment
  there will be a binding contract for the issue of the Option Shares in respect
  of which the Option is exercised, upon and subject to the provisions of the
  Plan. Delivery of the Optionees cheque payable to the Company in the amount
  of the Option Price shall constitute payment of the Option Price unless the
  cheque is not honoured upon presentation in which case:

| | (a) | the Option shall not have been validly exercised; and                                   
| | --- | ----------------------------------------------------------------------------------------
| |     |                                                                                         
| | (b) | the Option shall no longer be exercisable unless the
        Board determines otherwise.

4.2           
  General Rule. Subject to section 4.3 of this Plan, an Option may be exercised
  to purchase any number of Shares up to the number of Unissued Option Shares
  at any time after the Grant Date up to 5:00 p.m. (Vancouver time) on the Expiry
  Date.

4.3           
  Termination of Affiliation. If an Optionee ceases to be a director, officer
  or Service Provider of the Company or its subsidiaries, each Option held by
  the Optionee shall be exercisable in respect of that number of Option Shares
  that have vested pursuant to the terms of the Option Agreement governing such
  Option as follows:

| | (a) | Resignation or Ceasing to Hold Office. If the
        Optionee, or in the case of an Option granted to any Optionee who satisfies
        the definition of Service Provider set out in subsection 2.17(c) of this
        Plan, the Optionees employer, ceases to be employed or engaged by
        the Company and any of its subsidiaries (including by way of voluntary
        resignation or retirement as a director, officer or Service Provider),
        each Option held by the Optionee shall be exercisable in respect of that
        number of Option Shares that have vested pursuant to the terms of the
        Option Agreement governing such Option at any time up to but not after
        the earlier of the Expiry Date of that Option and the date which is 30
        days after the Optionee ceases to be a director, officer or Service Provider;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Death. Notwithstanding subsection 4.3(a) of this
        Plan, if the Optionee ceases to be a director, officer or Service Provider
        of the Company and any of its subsidiaries due to death or Disability
        or, in the case of an Optionee that is a company, the death or Disability
        of the person who provides                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

O-3

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| |     | management or consulting services to the Company
        or to any entity controlled by the Company, each Option held by the Optionee
        shall be exercisable in respect of that number of Option Shares that have
        vested pursuant to the terms of the Option Agreement governing such Option
        at any time up to but not after the earlier of the Expiry Date of that
        Option and the date which is 12 months after the date of death or Disability;
        and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | For Cause. Notwithstanding subsection
        4.3(a) of this Plan, if the Optionee, or, in the case of an Option granted
        to an Optionee who satisfies the definition of Service Provider set out
        in subsection 2.17(c) of this Plan, the Optionees employer:                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |  |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | each Option held by the Optionee shall be exercisable
        in respect of that number of Option Shares that have vested pursuant to
        the terms of the Option Agreement governing such Option at any time up
        to but not after the earlier of the Expiry Date of that Option and the
        date on which the Optionee ceases to be a director, officer or Service
        Provider.

4.4           
  Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement.
  If the Optionee, or, in the case of an Option granted to an Optionee who falls
  under the definition of Service Provider set out in subsection 2.17(c) of this
  Plan, the Optionees employer, retires, resigns or is terminated from employment
  or engagement with the Company and any of its subsidiaries, the loss of the
  right to purchase Shares pursuant to section 4.3 of this Plan shall not give
  rise to any right to damages and shall not be included in the calculation of
  nor form any part of any severance allowance, retiring allowance or termination
  settlement of any kind whatever in respect of such Optionee.

4.5           
  Amendment of Options by the Board. Notwithstanding subsections 4.3(a)
  and 4.3(c) of this Plan, the Board reserves the right to amend the terms of
  an Option granted to any Optionee, or, in the case of an Option granted to an
  Optionee who falls under the definition of Service Provider set out in subsection
  2.17(c) of this Plan, the Optionees employer, if such party resigns or
  is terminated from employment or engagement with the Company and any of its
  subsidiaries or such other circumstances as the Board sees fit. The Board shall
  be entitled, but in no way obligated, to amend the number of Option Shares which
  an Optionee may purchase under an Option, the Expiry Date of an Optionees
  Option and the Option Price.

4.6           
  Amendment of Options of holders by the Board. Notwithstanding section
  4.5 of this Plan, the Board will not amend the terms of any option held by an
  insider without first receiving the requisite shareholder approval.

4.7           
  Accelerated Vesting and Termination.The Company may, during the term
  of any Option, give 30 days notice in writing to all of the Optionees that all
  Options outstanding under the Plan that have not vested as at the time of the
  notice are immediately deemed vested, and all Options outstanding under the
  Plan that have not been exercised shall cease and terminate and be of no further
  force and effect unless the Optionees exercise such Options before their termination
  on the 30th day after delivery of the notice.

5.             
  ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1           
  Share Reorganization. Whenever the Company issues Shares to all or substantially
  all holders of Shares by way of a stock dividend or other distribution, or subdivides
  all outstanding Shares into a greater number of Shares, or combines or consolidates
  all outstanding Shares into a lesser number of Shares (each of such events being
  herein called a Share Reorganization) then effective immediately
  after the record date for such dividend or other distribution or the effective
  date of such subdivision, combination or consolidation, for each Option:

O-4

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| | (a) | the Option Price will be adjusted to a price
        per Share which is the product of:                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                        
| | (b) | the number of Unissued Option Shares will
        be adjusted by multiplying (i) the number of Unissued Option Shares immediately
        before such effective date or record date by (ii) a fraction which is
        the reciprocal of the fraction described in subsection (a)(ii).

5.2           
  Special Distribution. Subject to the prior approval of the Exchanges,
  whenever the Company issues by way of a dividend or otherwise distributes to
  all or substantially all holders of Shares:

| | (a) | shares of the Company, other than the Shares;                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| | (b) | evidences of indebtedness;                                                                                                                                                                   
| |     |                                                                                                                                                                                              
| | (c) | any cash or other assets, excluding cash dividends (other
        than cash dividends which the board of directors of the Company has determined
        to be outside the normal course); or
| |     |                                                                                                                                                                                              
| | (d) | rights, options or warrants,                                                                                                                                                                 

then to the extent that such dividend or distribution does not
  constitute a Share Reorganization (any of such non-excluded events being herein
  called a Special Distribution), and effective immediately after
  the record date at which holders of Shares are determined for purposes of the
  Special Distribution, for each Option the Option Price will be reduced, and
  the number of Unissued Option Shares will be correspondingly increased, by such
  amount, if any, as is determined by the Board in its sole and unfettered discretion
  to be appropriate in order to properly reflect any diminution in value of the
  Shares as a result of such Special Distribution.

5.3           
  Corporate Organization. Whenever there is:

| | (a) | a reclassification of outstanding Shares, a change of
        Shares into other shares or securities, or any other capital reorganization
        of the Company, other than as described in sections 5.1 or 5.2 of this
        Plan;                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                
| | (b) | a consolidation, merger or amalgamation of the Company
        with or into another corporation resulting in a reclassification of outstanding
        Shares into other shares or securities or a change of Shares into other
        shares or securities; or
| |     |                                                                                                                                                                                                                                                                
| | (c) | a transaction whereby all or substantially all of the
        Companys undertaking and assets become the property of another corporation;                                                                                                                     

(any such event being herein called a Corporate Reorganization)
  the Optionee will have an option to purchase (at the times, for the consideration,
  and subject to the terms and conditions set out in the Plan) and will accept
  on the exercise of such option, in lieu of the Unissued Option Shares which
  he would otherwise have been entitled to purchase, the kind and amount of shares
  or other securities or property that he would have been entitled to receive
  as a result of the Corporate Reorganization if, on the effective date thereof,
  he had been the holder of all Unissued Option Shares.

5.4           
  No Fractional Shares. No fractional Shares shall be issued upon the exercise
  of the Options and accordingly, if as a result of a Share Reorganization or
  Corporate Reorganization, an Optionee would become entitled to a fractional
  Share, such Optionee shall have the right to purchase only the next lowest whole
  number of Shares and no payment or other adjustment will be made with the fractional
  interest so disregarded. Additionally,

O-5

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no lots of Shares in an amount less than 500 Shares shall be
  issued upon the exercise of the Option unless such amount of Shares represents
  the balance left to be exercised under the Option.

6.            
   BONUS SHARES

6.1           
  Allotment and Issuance. The Board shall have the power and authority
  in its sole and absolute discretion, to allot, issue and deliver in such amounts
  as the Board in its sole and absolute discretion deems fit, as fully paid and
  non-assessable shares in the capital of the Company, up to a total of 200,000
  common shares (Bonus Shares), in each calendar year, to those directors,
  officers and Service Providers of the Company or any of its subsidiaries whom
  the Board, in its sole and absolute discretion, deems to have provided extraordinary
  contributions to the advancement of the Company.

6.2           
  Consideration. The Bonus shares will be issued in consideration of the
  fair value of the extraordinary contribution of the Company by the recipient
  as determined by the Board, in its discretion, and shall be issued at a deemed
  price determined by the Board at the time of issuance of such Bonus Shares,
  but such price shall not be less than the Market Price on the trading day immediately
  preceding the day on which the Bonus Shares are issued. No Bonus Shares shall
  be issued at a time when it is unlawful to fix the price for such Bonus Shares.

6.3           
  Board Discretion. Nothing in this Plan shall require the issue or distribution
  of any Bonus Shares in any given year or the distribution to any particular
  person of Bonus Shares at any time. The receipt by a recipient in any year of
  Bonus Shares shall not create any entitlement to a receipt of Bonus Shares by
  such recipient in any other year. No person shall have any right to receive
  a distribution Bonus Shares in a year, whether or not other persons receive
  Bonus Shares in such other year. The pool of Bonus Shares available for any
  given year, if not distributed, shall cease to be available at the end of such
  year and shall not accumulate or be available for any succeeding year. The Bonus
  Shares available for distribution in any year will be included for the purposes
  of calculating the amounts set out in section 3.2 of this Plan.

7.             
  MISCELLANEOUS

7.1           
  Form of Notice. A notice given to the Company shall be in writing, signed
  by the Optionee and delivered to the Secretary of the Company.

7.2           
  Right to Employment. Neither this Plan nor any of the provisions hereof
  shall affect in any way the Optionees right to continued employment with
  the Company or its subsidiaries or the Companys right to terminate such
  employment.

7.3           
  Amendment and Waiver. Subject to pre-clearance with the Toronto Stock
  Exchange and any other prior regulatory approval where required, the Company
  may from time to time amend any provisions of the Plan, but no such amendment
  can impair any of the rights of any Optionee under any Option then outstanding
  and any material amendment to the Plan or increase in the maximum number of
  Shares which may be issuable under the Plan as set out in section 3.2 of this
  Plan will require the approval of shareholders of the Company.

7.4           
  No Assignment. No Optionee may assign any of his rights under the Plan.

7.5           
  Conflict. In the event of any conflict between the provisions of this
  Plan and an Option Agreement, the provisions of this Plan shall govern.

7.6           
  Time of Essence. Time is of the essence of this Plan and of each Option
  Agreement. No extension of time will be deemed to be or to operate as a waiver
  of the essentiality of time.

7.7           
  Entire Agreement. This Plan and the Option Agreement sets out the entire
  agreement between the Company and the Optionees relative to an Option and supersedes
  all prior agreements, undertakings and understandings, whether oral or written.

O-6

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SCHEDULE A

LUMINA COPPER CORP.

STOCK OPTION AND STOCK BONUS PLAN

OPTION AGREEMENT

This Option Agreement is entered into between Lumina Copper Corp.
  (the Company) and the Optionee named below pursuant to the Stock
  Option and Stock Bonus Plan (the Plan), a copy of which is attached
  hereto, and confirms that:

| | (a) | on _________________, ______(the Grant
        Date);                                                     
| | --- | ------------------------------------------------------------------------------------------------------------
| |     |                                                                                                             
| | (b) | ________________________________(the Optionee);                                                           
| |     |                                                                                                             
| | (c) | was granted the option to purchase ____________Common
        Shares (the Option Shares) of the Company;  
| |     |                                                                                                             
| | (d) | for the price (the Option Price)
        of $__________per share;                                         
| |     |                                                                                                             
| | (e) | which will become exercisable up to, but not
        after ___________, ____(the Expiry Date), as follows:
| |     |                                                                                                             
| |     | (i)                                                                                                         
| |     |                                                                                                             
| |     | (ii)                                                                                                        
| |     |                                                                                                             
| |     | (iii)                                                                                                       
| |     |                                                                                                             
| |     | (iv)                                                                                                        

all on terms and subject to the conditions set out in the Plan.

By signing this Option Agreement, the Optionee acknowledges that
  the Optionee has read and understands the Plan and agrees to the terms and conditions
  of the Plan and this Option Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Option
  Agreement as of the _____day of ______________, _________.

|         |  | LUMINA COPPER CORP.
|-------- |  | -------------------
|         |  |                    
|         |  |                    
|         |  | By:                
|Optionee |  |                    
|         |  |                    
|         |  |                    
|         |  | By:                
|         |  |                    

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